SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
          TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2 (b)

                               (Amendment No. 1)*

                         Biosante Pharmaceuticals, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                    Common Stock, $.0001 par value per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   09065 V 104
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                 August 16, 2004
--------------------------------------------------------------------------------
             (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


                               Page 1 of 9 Pages


CUSIP No. 09065 V 104                  13G
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1.    NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      Joseph Edelman
--------------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
                                                                         (a) [_]
                                                                         (b) [X]

--------------------------------------------------------------------------------
3.    SEC USE ONLY


--------------------------------------------------------------------------------
4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      United States
--------------------------------------------------------------------------------
               5.    SOLE VOTING POWER

                     2,715,500
               -----------------------------------------------------------------
  NUMBER OF    6.    SHARED VOTING POWER
   SHARES
 BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       7.    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            2,715,500
    WITH       -----------------------------------------------------------------
               8.    SHARED DISPOSITIVE POWER

                     0
--------------------------------------------------------------------------------
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      2,715,500
--------------------------------------------------------------------------------
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

                                                                          [_]

--------------------------------------------------------------------------------
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

      15.04%
--------------------------------------------------------------------------------
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      IN
--------------------------------------------------------------------------------


                               Page 2 of 9 Pages


CUSIP No. 09065 V 104                  13G
--------------------------------------------------------------------------------
1.    NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

      Michael Cho
--------------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
                                                                         (a) [_]
                                                                         (b) [X]

--------------------------------------------------------------------------------
3.    SEC USE ONLY


--------------------------------------------------------------------------------
4.    CITIZENSHIP OR PLACE OF ORGANIZATION

      United States
--------------------------------------------------------------------------------
               5.    SOLE VOTING POWER

                     0
               -----------------------------------------------------------------
  NUMBER OF    6.    SHARED VOTING POWER
   SHARES
 BENEFICIALLY        0
  OWNED BY     -----------------------------------------------------------------
    EACH       7.    SOLE DISPOSITIVE POWER
  REPORTING
   PERSON            0
    WITH       -----------------------------------------------------------------
               8.    SHARED DISPOSITIVE POWER

                     0
--------------------------------------------------------------------------------
9.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      0
--------------------------------------------------------------------------------
10.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)

                                                                          [_]

--------------------------------------------------------------------------------
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

      0%
--------------------------------------------------------------------------------
12.   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      IN
--------------------------------------------------------------------------------


                               Page 3 of 9 Pages


This Amendment is being filed to reflect the fact that on August 16, 2004
Michael Cho owned shares of the Issuer's common stock and, accordingly, on such
date, became a member of a group with Mr. Edelman. Mr. Cho no longer holds any
shares of the Issuer's common stock.

Item 1.

      (a)   Name of Issuer.

            Biosante Pharmaceuticals. Inc.

      (b)   Address of Issuer's Principal Executive Offices.

            111 Barclay Boulevard
            Lincolnshire, Illinois 60069

Item 2.

      (a)   Name of Person Filing.

            This Schedule 13G is being filed with respect to shares of Common
            Stock of the Issuer which are beneficially owned by Joseph Edelman
            and Michael Cho (collectively, the "Reporting Persons"). See Item 4
            below.

      (b)   Address of Principal Business Office or, if none, Residence.

            The principal business address of each of the Reporting Persons is:

            c/o First New York Securities, LLC
            850 Third Avenue, 8th Floor
            New York, NY 10022

      (c)   Citizenship.

            Each of the Reporting Persons is a United States citizen.

      (d)   Title of Class of Securities.

            Common Stock, $0.0001 par value per share

      (e)   CUSIP Number.

            09065 V 104


                               Page 4 of 9 Pages


Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
        check whether the person filing is a:

(a)   |_|   Broker or dealer registered under Section 15 of the Act.
(b)   |_|   Bank as defined in Section 3(a)(6) of the Act.
(c)   |_|   Insurance Company as defined in Section 3(a)(19) of the Act.
(d)   |_|   Investment Company registered under Section 8 of the Investment
            Company Act.
(e)   |_|   Investment Adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E).
(f)   |_|   Employee Benefit Plan or Endowment Fund in accordance with Sec.
            240.13d-1(b)(1)(ii)(F).
(g)   |_|   Parent holding company, in accordance with Sec. 240.13d-1(b)(ii)(G).
(h)   |_|   A savings association as defined in Section 3(b) of the Federal
            Deposit Insurance Act.
(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.
(j)   |_|   Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).

      If this statement is filed pursuant to Sec. 240.13d-1(c), check this box
      |X|.

Item 4. Ownership

      (a)   Amount Beneficially Owned.

                  Mr. Edelman: 2,715,500 (comprised of (i) 225,000 shares and
                  warrants to purchase 112,500 shares held by Mr. Edelman, (ii)
                  1,815,550 shares and warrants to purchase 550,000 shares held
                  by Perceptive Life Sciences Master Fund Ltd. (the "Master
                  Fund"), a Cayman Islands company of which the investment
                  manager is Perceptive Advisors LLC, a Delaware limited
                  liability company of which Mr. Edelman is the managing member
                  and (iii) 12,450 shares held in an account of First New York
                  Trading, LLC ("FNYT"), of which Mr. Edelman has voting and
                  dispositive power).

                  Mr. Cho: 0 shares.

      (b)   Percent of Class. Mr. Edelman: 15.04%

                              Mr. Cho: 0%

      (c)   Number of shares as to which each such person has

            (i)   sole power to vote or to direct the vote:
                              Mr. Edelman:      2,715,500

                              Mr. Cho:          0

            (ii)  shared power to vote or to direct the vote:
                              Mr. Edelman:      0

                              Mr. Cho:          0


                               Page 5 of 9 Pages


            (iii) sole power to dispose or to direct the disposition of: Mr.
                              Edelman:          2,715,500

                              Mr. Cho:          0

            (iv)  shared power to dispose or to direct the disposition of: Mr.
                              Edelman:          0

                              Mr. Cho:          0


                               Page 6 of 9 Pages


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 |X|

      Mr. Cho no longer holds any shares of the Issuer's common stock and is
      therefore no longer a reporting person. Mr. Edelman continues to be a
      reporting person with respect to the securities of the Issuer.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

      Other persons have the right to receive and the power to direct the
      receipt of dividends from, and the proceeds from the sale of, certain of
      the shares reported herein. In that regard, without limiting the
      foregoing, Mr. Edelman is the managing member of Perceptive Advisors LLC,
      the investment manager of the Master Fund. Accordingly, the Master Fund
      has the right to receive and the power to direct the receipt of, dividends
      and the proceeds from the sale of the shares reported herein that are held
      through the Master Fund.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company or Control
        Person.

      See Item 4(a) above, which is incorporated by reference herein.

Item 8. Identification and Classification of Members of the Group.

      Not applicable.

Item 9. Notice of Dissolution of Group.

      Not applicable.


                               Page 7 of 9 Pages


Item 10. Certifications.

      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.

Date: August 20, 2004


                                                /s/ Joseph Edelman
                                                --------------------------------
                                                  Joseph Edelman


                                                /s/ Michael Cho
                                                --------------------------------
                                                  Michael Cho

      Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).


                               Page 8 of 9 Pages


                                    EXHIBIT A

                                    AGREEMENT
                          JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree jointly to prepare and file with regulatory
authorities a Schedule 13G and any amendments thereto reporting each of the
undersigned's ownership of securities of Biosante Pharmaceuticals, Inc. and
hereby affirm that such Schedule 13G is being filed on behalf of each of the
undersigned.

Date: August 20, 2004


                                                /s/ Joseph Edelman
                                                --------------------------------
                                                  Joseph Edelman


                                                /s/ Michael Cho
                                                --------------------------------
                                                  Michael Cho


                               Page 9 of 9 Pages