MEDCARE TECHNOLOGIES INC
10QSB, 1999-11-12
SPECIALTY OUTPATIENT FACILITIES, NEC
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<PAGE>

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 10-QSB

(Mark One)


      X        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
    -----
               SECURITIES EXCHANGE ACT OF 1934

               For quarterly period ended September 30, 1999

    ____       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _____ to _______

Commission file number:  0-28790


                          MEDCARE TECHNOLOGIES, INC.
                          --------------------------
            (exact name of registrant as specified in its charter)



DELAWARE                                      87-0429962 B
- --------                                      ------------
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

Suite 1210 - 1515 West 22nd Street, Oak Brook, Illinois     60523
- -----------------------------------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code:          (630) 472-5300
                                                             --------------

Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.              Yes    X      No
                                                       -

The number of shares of the Registrant's Common Stock, $0.001 par value, as of
November 12, 1999: 7,881,702
                   ---------

                                       1
<PAGE>

                           MEDCARE TECHNOLOGIES, INC.
                 FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 1999



INDEX

<TABLE>
<S>                                                                              <C>
PART I    FINANCIAL INFORMATION

Item 1    Financial Statements

Consolidated Balance Sheet as of September 30, 1999.............................  3
Consolidated Statement of Operations for the Quarter Ended September 30, 1999...  4
Consolidated Statement of Cash Flows for the Quarter Ended September 30, 1999...  5
Notes to Interim Consolidated Financial Statements..............................  6

All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

Item 2  Management's Discussion and Analysis....................................  9

PART II   OTHER INFORMATION

Item 1 Legal Proceedings........................................................  13
Item 2 Changes in Securities....................................................  13
Item 3 Defaults Upon Senior Securities..........................................  13
Item 4 Submission of Matters to a Vote of Security Holders......................  13
Item 5 Other Information........................................................  13
Item 6 Exhibits and Reports on Form 8-K.........................................  13

       Signatures...............................................................  13
</TABLE>

                                       2
<PAGE>

Item 1    Financial Statements
- ------------------------------

MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                              September 30,        December 31,
                                ASSETS                                            1999                1998
                                                                                  ----                ----
<S>                                                                           <C>                  <C>
Current Assets
- --------------
Cash                                                                           $   791,858           $ 2,826,086
Marketable Securities                                                            3,230,972                     0
Accounts Receivable, net of Allowance for Doubtful Accounts of
   $46,000 and $45,000                                                             399,230               271,240

                                                                               -----------           -----------
   Total Current Assets                                                          4,422,060             3,097,326

Property and Equipment, Net                                                        374,203               283,630
Intangible Assets-the MedCare Program, net of
   Accumulated Amortization of $119 and $68                                            881                   932

                                                                               -----------           -----------
   Total Assets                                                                $ 4,797,144           $ 3,381,888
                                                                               ===========           ===========

                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
- -------------------
Accounts Payable                                                               $   217,685           $   260,142
Accrued Liabilities                                                                 85,115               209,601
Deferred Revenue                                                                    48,000                     0
                                                                               -----------           -----------
   Total Current Liabilities                                                       350,800               469,743

Stockholders' Equity
- --------------------

Preferred Stock (authorized 1,000,000 shares):
   Convertible Series A, $.25 Par Value,
      Issued and outstanding, 50 at September 30, 1999
      and December 31, 1998                                                             12                    12
   Convertible Series B, $.25 Par Value,
      Issued and outstanding, 400 at September 30, 1999
      and none at December 31, 1998, at redemption value                         4,701,326                     0

Common Stock - $0.001 Par Value, Authorized 100,000,000; Issued
   and Outstanding, 7,831,160 and 7,825,105 Shares at
   September 30, 1999 and December 31, 1998, respectively                            7,831                 7,825

Additional Paid in Capital                                                       9,414,173             9,396,179

Retained Earnings                                                               (9,676,998)           (6,491,871)

                                                                               -----------           -----------
   Total Stockholders' Equity                                                    4,446,344             2,912,145

                                                                               -----------           -----------
   Total Liabilities and Equity                                                $ 4,797,144           $ 3,381,888
                                                                               ===========           ===========
</TABLE>

                                       3
<PAGE>

MEDCARE TECHNOLOGIES, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                             (Unaudited)      (Unaudited)      (Unaudited)      (Unaudited)
                                                            Three Months     Three Months      Nine Months      Nine Months
                                                                Ended            Ended            Ended            Ended
                                                               9/30/99          9/30/98          9/30/99          9/30/98
                                                            ------------     ------------     ------------     ------------
<S>                                                         <C>              <C>              <C>              <C>
Revenues                                                      $  429,281       $  158,775     $  1,376,434     $    537,598

General and Administrative Expenses                            1,156,970        1,092,884        3,836,645        3,178,718

                                                            ------------     ------------     ------------     ------------
Operating Loss                                                  (727,689)        (934,109)      (2,460,211)      (2,641,120)

Interest Income                                                   56,735           27,004          112,531          122,132

                                                            ------------     ------------     ------------     ------------
Net Loss                                                        (670,954)        (907,105)      (2,347,680)      (2,518,988)

Less: Preferred Stock Deemed Dividends                           (88,811)               0         (837,447)               0

                                                            ------------     ------------     ------------     ------------
Net Loss Available to Common Stockholders                      ($759,765)       ($907,105)     ($3,185,127)     ($2,518,988)
                                                            ============     ============     ============     ============

Earnings Per Common Share & Common
  Share Equivalants                                               ($0.10)          ($0.12)          ($0.41)          ($0.35)

Weighted Number of Common Shares Outstanding                   7,831,160        7,344,407        7,830,775        7,193,224
</TABLE>
<PAGE>

MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                               (Unaudited)      (Unaudited)
                                                                                               For the Nine     For the Nine
                                                                                               Months Ended     Months Ended
                                                                                                 9/30/99          9/30/98
                                                                                               ------------     ------------
<S>                                                                                            <C>              <C>
Cash Flows from Operating Activities - Net Loss                                                 ($2,347,680)     ($2,518,988)

Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
- -------------------------------------------------------------------------------
Depreciation and Amortization                                                                        74,557           15,920
(Increase) Decrease in Accounts Receivable                                                         (127,990)         (93,694)
(Increase) Decrease in Prepaid Expenses                                                                   0           62,313
(Increase) Decrease in Security Deposits                                                                  0             (650)
(Increase) Decrease in Escrow Funds                                                                       0       (1,500,000)
Increase (Decrease) in Accounts Payable and Accrued Liabilities                                    (166,943)         130,624
Increase (Decrease) in Deferred Revenue                                                              48,000                0
                                                                                               ------------     ------------
Total Adjustments                                                                                  (172,376)      (1,385,487)

Net Cash Used by Operating Activities                                                            (2,520,056)      (3,904,475)

Cash Flow from Investing Activities:
- ------------------------------------
Purchase of Marketable Securities                                                                (3,230,972)               0
Purchase of Property & Equipment                                                                   (165,079)        (196,081)
                                                                                               ------------     ------------
Net Cash Flows from Investing Activities                                                         (3,396,051)        (196,081)

Cash Flow from Financing Activity
- ---------------------------------
Proceeds from sale of common stock                                                                   18,000        1,329,002
Proceeds from escrow funds                                                                                0        1,500,000
Proceeds from Series B Preferred Stock Issuance (net of issuance costs)                           3,863,879                0
Advances (Repayments) to Officers                                                                         0           (1,000)
                                                                                               ------------     ------------
Net Cash Provided by Financing Activities                                                         3,881,879        2,828,002

Increase (Decrease) in Cash and Cash Equivalents                                                ($2,034,228)     ($1,272,554)

Cash and Cash Equivalents at Beginning of Period                                               $  2,826,086     $  3,440,791

Cash and Cash Equivalents at End of Period                                                     $    791,858     $  2,168,237

Supplemental Information
    Cash Paid for:
    Interest                                                                                              0                0
    Income taxes                                                                                          0                0

    Non-Cash Items - Preferred Deemed Dividends                                                $    837,447                0
</TABLE>
<PAGE>

                           MEDCARE TECHNOLOGIES, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999

NOTE 1.  Statement of Information Furnished
- -------------------------------------------

     The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with Form 10QSB instructions and in the opinion of
management contains all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of September
30, 1999, the results of operations for the three and nine month periods ended
September 30, 1999, and the statement of cash flows for the nine month period
ended September 30, 1999. These results have been determined on the basis of
generally accepted accounting principles and practices and applied consistently
with those used in the preparation of the Company's 1998 Annual Report on Form
10-KSB.

     Certain information and footnote disclosures normally included in the
financial statements presented in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the accompanying
consolidated financial statements be read in conjunction with the financial
statements and notes thereto incorporated by reference in the Company's 1998
Annual Report on Form 10-KSB.

NOTE 2. Series B Preferred Stock
- ---------------------------------

     On May 18, 1999, the Company, pursuant to Regulation D, Rule 506, issued
400 shares of Series B preferred stock (par value $0.25) (the "Series B
Preferred") and related warrants described below for $4,000,000 ($10,000 per
share). The key provisions regarding the issuance and conversion of Series B
Preferred are as follows:

Dividends

     The holders of the Series B Preferred shall be entitled to receive a 6.0%
annual dividend, which shall be cumulative and which shall accrue daily from the
date of issuance and be payable, at the option of the Company, either (i) in
shares of Common Stock upon conversion of the Series B Preferred or (ii) in
cash.

Conversion by Holders

     Subject to the limitations discussed below, each share of the Series B
Preferred shall be convertible into shares of Common Stock at a variable
conversion rate (the "Conversion Rate") equal to the Conversion Amount (defined
below) divided by the applicable Conversion Price (defined as follows). The
"Conversion Price" is the lesser of (i) the fixed conversion price (the "Fixed
Conversion Price"), which is $7.80 or (ii) the variable conversion price (the
"Variable Conversion Price"). The Variable Conversion Price is the lower of (a)
the closing bid price on the day the holder delivers the required notice of his
intention to convert to the Company or (b) the average of the 10 lowest closing
bid prices in the 40 trading days immediately preceding the date such notice is
given. The "Conversion Amount" is defined as $10,000, plus any stock dividends
that have accrued but have not been paid out, plus any default interest (equal
to 15%) for

                                       6
<PAGE>

dividends which the Company has elected to pay in cash but has failed to pay on
a timely basis. The above formula may or may not result in the common stock
being issued at a discount to the current market price. As of the date of this
filing, all of the outstanding preferred shares may be converted into common
stock subject to certain ownership limitations detailed in the agreements.

Adjustment of Conversion Price

     The Conversion Price of the Series B Preferred is subject to customary
anti-dilution provisions which take effect upon such events as the issuance by
the Company of Common Stock, options or other convertible securities, the
subdivision or combination of outstanding shares of Common Stock of the Company,
the recapitalization, merger or other reorganization of the Company, or any
other similar events. However, no such adjustment will be made unless the
adjustment would result in a cumulative increase or decrease of at least 1% in
the Conversion Price.

Mandatory Conversion

     The shares of Series B Preferred mature five years after they are issued,
and any shares of the Series B Preferred left outstanding on the applicable
maturity date are automatically converted into shares of Common Stock.

Redemption at the Option of Investors

     Each outstanding share of the Series B Preferred is redeemable, at the
option of the Investors, in the event of any of the following transactions (each
a "Major Transaction"): (i) the consolidation, merger or other business
combination of the Company, (ii) the sale or transfer of all or substantially
all of the Company's assets or (iii) a purchase, tender or exchange offer made
to and accepted by the holders of more than 50% of the outstanding shares of
Common Stock, provided that such Major Transaction shall have occurred or have
been the subject of a public announcement during the period beginning on the
date of issuance and ending on the later of (a) the first anniversary of the
date of issuance and (b) the date which is 270 days after the effective date of
the Registration Statement relating to the applicable shares. In the event of a
Major Transaction, the redemption price per share shall be the greater of (i)
115% of the Liquidation Amount (as defined below) and (ii) the product of (a)
the applicable Conversion Rate and (b) the closing bid price on the date of the
public announcement of the event. The "Liquidation Amount" is equal to $10,000
plus any stock dividends that have accrued but have not been paid out, plus any
default interest (equal to 15% per annum) for dividends which the Company has
elected to pay in cash but has failed to pay on a timely basis.

     In addition, in the event of the occurrence of certain events (the
"Triggering Events"), including the failure of the Registration Statement to be
declared effective within 180 days of the date of issuance, the delisting of the
Common Stock for a period of five consecutive days and the Company's breach of
any representations, warranties or covenants in the Documents, the Investors
have the right to require the Company to redeem all or a portion of such
Investor's Series B Preferred. The redemption price per share is the same as the
redemption price per share in the event of a Major Transaction. The Company has
received a commitment for equity capital in the event of certain contingencies.

                                       7
<PAGE>

Warrants

     Along with the Series B Preferred, the Company issued common stock warrants
to the investors. Subject to the vesting schedule described below, each warrant
entitles its holder to 200 shares of Common Stock for (i) each issued share of
the Series B Preferred held on the applicable vesting date and (ii) each share
of the Series B Preferred converted prior to the applicable vesting date at the
Fixed Conversion Price. The Warrants expire five years after they are issued.
The vesting dates of the Warrants are (i) the date which is 120 days after the
date of issuance of the applicable Series B Preferred Shares; (ii) the date
which is 300 days after the date of issuance of the applicable Series B
Preferred Shares and (iii) the date which is 480 days after the date of issuance
of the applicable Series B Preferred Shares. The exercise price of each Warrant
is 125% of the average of the closing bid prices of the Company's Common Stock
for the five consecutive trading days immediately preceding the applicable
vesting date.

Investor Call Option

     For every (i) unconverted Series B Preferred share held by the investors on
the first anniversary of the closing and (ii) preferred share converted at the
Fixed Conversion Price prior to the first anniversary of the closing, the
investors have the right to subscribe for an additional preferred share and
related warrants under the same terms and conditions of the original closing
(revised to reflect the Company's then current common stock market price). Each
investor may exercise this right only at such time when the closing market price
of the Company's common stock is greater than the Fixed Conversion Price.

                                       8
<PAGE>

Item 2    Management's Discussion and Analysis of Financial Condition and
- -------------------------------------------------------------------------
Results of Operations
- ---------------------

     When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Company which attempt to advise interested
parties of the factors which affect the Company's business, in this report, as
well as the Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed with
the Securities and Exchange Commission.

Overview
- --------

     During 1998, the Company engaged in only one type of business, the offering
of the MedCare Program, as described below. In October 1999, the Company
announced the launch of its new web site, Rx Sheets.com (www.rxsheets.com),
                                                         ----------------
which supersedes the Company's previously planned Physician Virtual Office and
is directed exclusively at the physician and pharmaceutical marketplace.
RxSheets offers a wide array of compelling and focused information and services
that will enable physicians to more efficiently and effectively manage the
sampling of pharmaceutical drugs. In addition, the Company changed the name of
its wholly-owned subsidiary from Medcareonline.com to RxSheets.com. As of
September 30, 1999, the Company has not generated any revenues from
RxSheets.com.

     The "MedCare Program" is a discrete package of equipment, software and
services developed by MedCare to assist physicians in providing non-
pharmaceutical, non-invasive treatment to patients suffering from urinary
incontinence ("UI") and other pelvic disorders, including pelvic pain, chronic
constipation, fecal incontinence and disordered defecation. The MedCare Program
is used by physicians to support a treatment plan based primarily on behavioral
modification techniques such as electromyography ("EMG") biofeedback, pelvic
floor muscle exercise, and bladder and bowel retraining. Utilizing the MedCare
Program, physicians help patients activate and strengthen the various sensory
response mechanisms that maintain bladder and bowel control. Therapy is provided
through computerized instrumental EMG biofeedback and is based on operant
conditioning strategies whereby specific physiological responses are
progressively shaped, strengthened and coordinated. The MedCare Program is
available through the practices of physicians, either in a private office,
clinic, or a hospital setting.

     To date, the Company has not received significant revenues due to the early
stage nature of the Company's business and has incurred ongoing operating losses
due to costs related to research, business development, website development,
management and staff recruitment, establishing training systems and providing
ongoing training, development of advertising and marketing programs, and other
costs associated with establishing corporate infrastructure necessary for
contracting with additional physicians for utilization of the MedCare Program on

                                       9
<PAGE>

a national basis. Although planned principal operations have commenced,
substantial revenues have yet to be realized.


Results of Operations
- ---------------------

  Revenues. The Company experienced a 170% increase in revenues over last year's
third quarter results with revenues of $429,281 and $158,775 for the three
months ended September 30, 1999 and 1998, respectively. Revenues for the nine
month period ended September 30, 1999 increased 156% from $537,598 in 1998 to
$1,376,434. As of September 30, 1999 the Company had 35 MedCare Program sites
established versus 24 sites as of September 30, 1998. During the second quarter,
the Company introduced a new version of the MedCare Program to hospitals,
nursing homes and other large healthcare providers which requires each new site
to share the up front costs, pay the clinician's salary and pay MedCare a set
monthly management fee. Although the sales cycle is potentially longer, the new
version allows MedCare to reach a greater number of healthcare providers that
were previously excluded from the MedCare Program.

  To date, the Company has not relied on revenues for funding. During the next
several years, the Company expects to derive the majority of its potential
revenues from the commencement of operations of the MedCare Program at
additional sites in the United States, and possibly select foreign markets.

     In October 1999, the Company announced the launch of its new web site, Rx
Sheets.com (www.rxsheets.com), which supersedes the Company's previously planned
            ----------------
Physician Virtual Office and is directed exclusively at the physician and
pharmaceutical marketplace. The Company changed the name of its wholly-owned
subsidiary from Medcareonline.com to RxSheets.com and expects to begin
generating revenue from the sale of advertising in 2000.

  General and Administrative Expenses. During the three months ended September
30, 1999, the Company incurred $1,156,970 in general and administrative
expenses, an increase of 6% from third quarter 1998 expenses of $1,092,884.
General and administrative expenses for the nine month period ended September
30, 1999 increased 21% from $3,178,718 to $3,836,645. The increase in the third
quarter is primarily attributable to additional salary and operating expenses
related to the additional MedCare sites open in 1999 versus 1998 offset by a
reduction in advertising expenses. In addition, the Company expensed $65,000 of
website development costs related to the Physician's Virtual Office that was
replaced by RxSheets.com

  Interest Income. Interest income was $56,735 and $27,004 for the quarters
ended September 30, 1999 and 1998, respectively. Interest income for the nine
month period ended September 30, 1999 decreased from $122,132 to $112,531. The
decrease is primarily attributable to the lower amount of cash invested in
interest bearing accounts earlier in 1999. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.

  Preferred Stock Deemed Dividend. In the second quarter of 1999, the Company,
pursuant to Regulation D, Rule 506, issued 400 shares of Series B preferred
stock (par value $0.25) and related warrants for $4,000,000 ($10,000 per share).
The Company has accreted to the redemption amount of 115% of the Liquidation
Value resulting in a reduction to income.

                                       10
<PAGE>

available to common shareholders of $88,811 in the third quarter. See Note 2 to
the financial statements for additional details regarding this transaction.

  Provision for Income Taxes. As of September 30, 1999, the Company's
accumulated deficit was $9,676,998. Accordingly, the Company has recorded a full
valuation allowance against any income tax benefit to date.

Liquidity and Capital Resources
- -------------------------------

  As of September 30, 1999, the Company had a cash balance of $791,858 and
$3,230,972 in short term, highly liquid, interest bearing government bonds and
money market funds compared to a cash balance of $2,826,086 as of December 31,
1998. On May 18, 1999, the Company, pursuant to Regulation D, Rule 506, issued
400 shares of Series B preferred stock (par value $0.25) and related warrants
for $4,000,000 ($10,000 per share). See Note 2 of the financial statements for
additional details. The Company has financed its operations primarily through
private placement of Common Shares, Preferred Shares and the exercise of Stock
Options.

  The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to establish and profitably operate
current and future MedCare Program locations and web sites, recruit and train
qualified management and clinical personnel, compete against any potential
technological advances in the treatment of urinary incontinence and other
afflictions of the pelvic floor area, and the Company's ability to compete
against other better capitalized corporations who offer alternative or similar
options for urinary incontinence and pharmaceutical sampling services.

  Due to the "start up" nature of the Company's business, the Company expects to
incur losses as it expands its business. The Company may raise additional funds
through private or public equity investment in order to expand the range and
scope of its business operations. The Company may seek access to the private or
public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at
all.


Year 2000
- ---------

     The Year 2000 issue arose because many existing computer programs use only
the last two digits to refer to a year. Therefore, these computer programs do
not properly recognize a year that begins with 20 instead of 19. If not
corrected, many computer applications could fail or create erroneous results.

     Management has initiated a comprehensive program to prepare the company's
systems for the year 2000. The company is actively engaged in testing and fixing
applications to ensure they are Year 2000 ready. The company does not separately
track the internal costs incurred for the Year 2000 project but such costs are
principally the related payroll costs for certain corporate staff. The company
currently does not expect remediation costs to be material nor does it expect
any significant interruption to its operations because of Year 2000 problems.

                                       11
<PAGE>

     The company is in the process of contacting all third parties with which it
has significant relationships, to determine the extent to which the company
could be vulnerable to failure by any of them to obtain Year 2000 compliance.
Some of the company's major suppliers and financial institutions have confirmed
that they anticipate being Year 2000 compliant on or before December 31, 1999,
although many have only indicated that they have Year 2000 readiness programs.
To date, the company is not aware of any significant third parties with a Year
2000 issue that could materially impact the company's operations, liquidity or
capital resources. However, the company has no means of ensuring that third
parties will be Year 2000 ready and the potential effect of third-party non-
compliance is currently not determinable.

     The company has devoted and will continue to devote the resources necessary
to ensure that all Year 2000 issues are properly addressed. However, there can
be no assurance that all Year 2000 problems are detected. Further, there can be
no assurance that the company's assessment of its third party relationships will
be accurate. Some of the potential worst-case scenarios that could occur include
(1) corruption of data in the company's internal systems and (2) failure of
government and insurance companies' reimbursement programs. If any of these
situations were to occur, the company's operations could be temporarily
interrupted. The company intends to develop Year 2000 contingency plans for
continuing operations in the event such problems arise.

                                       12
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1    Legal Proceedings
- ---------------------------

None

Item 2    Changes in Securities
- -------------------------------

See Note 2 to the financial statements.

Item 3    Defaults Upon Senior Securities
- -----------------------------------------

None

Item 4    Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------

None

Item 5    Other Information
- ---------------------------

None

Item 6    Exhibits and Reports on Form 8-K
- ------------------------------------------

None

Signature Page
- --------------

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      MEDCARE TECHNOLOGIES, INC.


                                      /s/ Jeffrey S. Aronin
                                      ---------------------
                                      Jeffrey S. Aronin
                                      CEO and President


                                      /s/ Alan Jagiello
                                      -----------------
                                      By Alan Jagiello
                                      CFO

Dated: November 12, 1999

                                       13

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED SEPTEMBER 30, 1999 FINANCIAL STATEMENTS OF MEDCARE TECHNOLOGIES, INC.
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                         791,858
<SECURITIES>                                 3,230,972
<RECEIVABLES>                                  399,230
<ALLOWANCES>                                    46,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                             4,422,060
<PP&E>                                         374,203
<DEPRECIATION>                                  74,557
<TOTAL-ASSETS>                               4,797,144
<CURRENT-LIABILITIES>                          350,800
<BONDS>                                              0
                                0
                                  4,701,338
<COMMON>                                         7,831
<OTHER-SE>                                   (262,825)
<TOTAL-LIABILITY-AND-EQUITY>                 4,797,144
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