<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 June 30, 2000
____ 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
August 11, 2000: 10,379,087.
1
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MEDCARE TECHNOLOGIES, INC.
FORM 10-QSB, QUARTER ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
INDEX
<S> <C>
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheet as of June 30, 2000 and December 31, 1999.................... 3
Consolidated Statement of Operations for the Quarter Ended June 30, 2000 and 1999....... 4
Consolidated Statement of Cash Flows for the Quarter Ended June 30, 2000 and 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........................................... 7
PART II OTHER INFORMATION
Item 1 Legal Proceedings............................................................. 10
Item 2 Changes in Securities......................................................... 10
Item 3 Defaults Upon Senior Securities............................................... 10
Item 4 Submission of Matters to a Vote of Security Holders........................... 10
Item 5 Other Information............................................................. 10
Item 6 Exhibits and Reports on Form 8-K.............................................. 10
Signatures..................................................................... 10
</TABLE>
2
<PAGE>
Item 1 Financial Statements
------------------------------
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
ASSETS June 30, December 31,
Current Assets 2000 1999
-------------- ------------ -----------
<S> <C> <C>
Cash $ 1,607,998 $ 3,218,228
Accounts Receivable, net of Allowance for Doubtful Accounts of
$73,500 and $82,000 110,124 201,700
Prepaid Expenses 154,585 162,140
------------ -----------
Total Current Assets 1,872,707 3,582,068
Property and Equipment, Net 294,457 312,198
Intangible Assets--the MedCare Program, net of
Accumulated Amortization of $170 and $136 830 864
------------ -----------
Total Assets $ 2,167,994 $ 3,895,130
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
-------------------
Accounts Payable $ 407,729 $ 88,522
Accrued Liabilities 88,650 98,715
Deferred Revenue 33,066 18,646
------------ -----------
Total Current Liabilities 529,445 205,883
Stockholders' Equity
--------------------
Preferred Stock (Authorized 1,000,000 shares):
Convertible Series B, $.25 Par Value,
Issued and outstanding, 125 and 178 shares at June 30, 2000
and December 31, 1999, respectively, at redemption value 1,533,391 2,122,620
Common Stock - $0.001 Par Value, Authorized 100,000,000 shares;
Issued and Outstanding, 10,313,414 and 9,911,313 shares at
June 30, 2000 and December 31, 1999, respectively 10,313 9,911
Warrants 114,924 94,000
Additional Paid in Capital 11,654,018 11,079,364
Retained Earnings (11,674,097) (9,616,648)
------------ -----------
Total Stockholders' Equity 1,638,549 3,689,247
------------ -----------
Total Liabilities and Stockholders' Equity $ 2,167,994 $ 3,895,130
============ ===========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/00 6/30/99 6/30/00 6/30/99
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $ 146,945 $ 553,090 $ 387,857 $ 947,152
Expenses 1,331,035 1,287,258 2,511,659 2,679,674
-----------------------------------------------------------------
Operating Loss (1,184,090) (734,168) (2,123,802) (1,732,522)
Interest Income 28,463 31,763 66,353 55,796
-----------------------------------------------------------------
Net Loss (1,155,627) (702,405) (2,057,449) (1,676,726)
Less: Preferred Stock Deemed Dividends (23,033) (748,636) (72,396) (748,636)
-----------------------------------------------------------------
Net Loss Available to Common Stockholders (1,178,660) (1,451,041) (2,129,845) (2,425,362)
=================================================================
Loss Per Common Share & Common
Share Equivalents ($0.12) ($0.19) ($0.21) ($0.31)
Weighted Number of Common Shares Outstanding 10,211,248 7,831,160 10,093,200 7,830,582
</TABLE>
4
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<TABLE>
<CAPTION>
MEDCARE TECHNOLOGIES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited) (Unaudited)
For the Six For the Six
Months Ended Months Ended
6/30/00 6/30/99
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities - Net Loss $(2,057,449) $(1,676,726)
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities:
---------------------------------------------------------------------------
Depreciation and Amortization 44,130 42,237
Equipment write-off 33,351 0
Non-employee stock option compensation expense 6,750 0
(Increase) Decrease in Accounts Receivable 91,576 (171,629)
(Increase) Decrease in Prepaid Expenses 7,555 0
Increase (Decrease) in Current Liabilities 323,562 (24,555)
----------- -----------
Total Adjustments 506,924 (153,947)
Net Cash Used by Operating Activities (1,550,525) (1,830,673)
Cash Flow from Investing Activities:
------------------------------------
Purchase of Property & Equipment (59,705) (109,216)
----------- -----------
Net Cash Flows from Investing Activities (59,705) (109,216)
Cash Flow from Financing Activity
---------------------------------
Proceeds from sale of common stock 0 18,000
Proceeds from Series B Preferred Stock Issuance (net of issuance costs) 0 3,883,879
----------- -----------
Net Cash Provided by Financing Activities 0 3,901,879
Increase (Decrease) in Cash and Cash Equivalents (1,610,230) 1,961,990
Cash and Cash Equivalants at Beginning of Period 3,218,228 2,826,086
----------- -----------
Cash and Cash Equivalents at End of Period $ 1,607,998 $ 4,788,076
=========== ===========
Supplemental Information:
Preferred Stock Deemed Dividends 72,396 748,636
=========== ============
Cash Paid for:
Interest 0 0
Income taxes 0 0
</TABLE>
5
<PAGE>
MEDCARE TECHNOLOGIES, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
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 contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of June 30,
2000 and the results of operations and cash flows for the three and six month
periods ending June 30, 2000. 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 1999 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 1999
Annual Report on Form 10-KSB.
Note 2 - Segment Information
----------------------------
During the first three quarters of 1999, the Company engaged in only one
type of business, the offering of the MedCare Program, as described above. In
October 1999, the Company launched its new web site, RxSheets.com
(www.rxsheets.com), which is directed exclusively at the physician and
pharmaceutical marketplace.
During 2000, the Company is being managed as two operating segments, the
MedCare Program and RxSheets.com. As of June 30, 2000, RxSheets.com had not
generated any revenues and management did not allocate any corporate,
administrative or overhead expenses to RxSheets.com. All corporate,
administrative and overhead expenses are included in the MedCare Program in
both 1999 and 2000.
<TABLE>
<CAPTION>
MedCare
Program RxSheets.com Total
-----------------------------------------------------------------------------------------------------------------------
For the three months ended June 30, 2000
----------------------------------------
<S> <C> <C> <C>
Revenues $ 146,945 $ 0 $ 146,945
Segment Loss (562,296) (621,794) (1,184,090)
Total assets 1,919,417 248,577 2,167,994
For the three months ended June 30, 1999
----------------------------------------
Revenues $ 553,090 $ 0 $ 553,090
Segment Loss (714,574) (19,594) (734,168)
Total assets 5,582,486 0 5,582,486
</TABLE>
6
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<TABLE>
<CAPTION>
MedCare
Program RxSheets.com Total
--------------------------------------------------------------------------------
For the six months ended June 30, 2000
--------------------------------------
<S> <C> <C> <C>
Revenues $ 387,857 0 $ 387,857
Segment Loss (1,009,315) (1,114,487) (2,123,802)
Total assets 1,919,417 248,577 2,167,994
For the six months ended June 30, 1999
--------------------------------------
Revenues $ 947,152 $ 0 $ 947,152
Segment Loss (1,712,928) (19,594) (1,732,522)
Total assets 5,582,486 0 5,582,486
</TABLE>
Note 3 - Commitments
--------------------
On April 17, 2000, the Company entered into an agreement with an outside
consultant for strategic consulting and management time relating to RxSheets.
The agreement obligates the Company to pay the outside consultant $28,750 a
month until the termination of the agreement on October 31, 2000.
On May 17, 2000, the Company entered into a twenty-four month leasing
arrangement for the purchase of approximately $200,000 of computer equipment and
software. The lease term begins after the delivery and installation of the
computer equipment which occurred in July, 2000. The lease agreement required a
down payment of 15% of the total purchase at the signing of the lease and defers
any payment for the first six months. At the end of the twenty-four month lease
term, the Company can purchase the equipment for $1. The Company will treat this
lease as a capital lease in its financial statements at the commencement of the
lease term.
Note 4 - Financial Results and Liquidity
----------------------------------------
To date, we have not been profitable and have only recently begun to
execute on our business plan for RxSheets. We face all the risks common to
companies in their early stages of development, including undercapitalization
and uncertainty of funding sources, high initial expenditure levels and
uncertain revenue streams, an unproven business model, and difficulties in
managing growth. Our recurring losses raise substantial doubt about our ability
to continue as a going concern. Our financial statements do not reflect any
adjustments that might result from the outcome of this uncertainty. We believe
that despite the financial hurdles and funding uncertainties going forward, we
have under development a business plan that, if successfully funded and
executed, can enhance operating results.
The Company expects to incur losses as it expands its businesses and will
require additional funding during 2000. The satisfaction of our cash
requirements hereafter will depend in large part on our ability to successfully
raise capital from external sources to pay for our planned capital expenditures
and to fund operations. We do not expect that sufficient cash will be generated
from operations to fund our growth for the foreseeable future. As a result, we
expect to aggressively pursue additional sources of funds, the form of which
will vary depending upon prevailing market and other conditions and may include
a sale transaction or the issuance of equity securities. Recently, the Company
has received offers from various third parties to acquire the Company or
RxSheets. Some of the offers to acquire RxSheets have consisted of consideration
in the form of cash or a combination of cash and stock, the latter of which may
result in the Company having a continuing but minority interest in RxSheets or
the acquiring entity, although such result is not assured. Although the Company
has not entered into any binding agreement to effect such a transaction, the
board of directors of the Company does consider such offers and would consider
all of the terms of any such offer as part of its fiduciary duty to determine
whether any such transaction is in the best interest of the Company's
stockholders. If our board of directors does determine that a sale of the
Company or RxSheets is in the best interests of the Company's stockholders, our
board of directors may determine to pursue such a transaction and the
consideration to be paid in connection with such transaction would be used to
expand our business and fund future operations. We cannot assure you that we
will be able to raise funds through a sale or equity transaction, or if such
funding is available, that it will be on favorable terms.
Our common stock is currently listed on the Nasdaq SmallCap Market. Under
the current rules for listing on that market, we must maintain at least
$2,000,000 in net tangible assets, a market capitalization of $35 million or
have net income of $500,000. In addition, we must maintain at least $1,000,000
in market value of public float and a minimum bid price of $1.00 per share. In
the event of a delisting, a shareholder would be forced to trade our common
stock in the over-the-counter market on an electronic bulletin board established
for securities that do not meet the listing requirements or in what are commonly
referred to as the "pink sheets." Because the Company does not currently satisfy
the net income, market capitalization and net tangible asset tests, we may be
delisted from the Nasdaq SmallCap Market. Although the Company currently has
plans to avoid delisting, we cannot assure you that compliance will be achieved
and delisting avoided.
The Nasdaq may delist our common stock if the bid price for our common
stock is less than $1.00 for a period of 30 consecutive business days; provided
that once Nasdaq has notified the Company of such deficiency, the Company will
have 90 days to achieve compliance, which is defined as the Company's common
stock trading above such $1.00 minimum for a period of ten consecutive business
days during such 90 day period. The Company's common stock became subject to
delisting on this basis on June 29, 2000 and has until September 27, 2000 to
regain compliance. We cannot assure you that the Company's stock price will
return to closing bid price levels such that compliance will be subsequently
achieved and delisting avoided. If delisting from Nasdaq were to occur, the
outstanding Series B preferred stock would be subject to redemption.
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
7
<PAGE>
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 is directed exclusively at the physician and pharmaceutical marketplace.
The Company believes that RxSheets.com 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 June 30, 2000, 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 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 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
expanding on a national basis. Although planned principal operations have
commenced, substantial revenues have yet to be realized.
RESULTS OF OPERATIONS
Revenues. The Company experienced a 73% decrease in revenues over last year's
second quarter results with revenues of $146,945 and $553,090 for the three
months ended June 30, 2000 and 1999, respectively. Revenues for the six month
period ended June 30, 2000 decreased 59% from $947,152 in 1999 to $387,857. As
of June 30, 2000 the Company had deferred
8
<PAGE>
recognizing the revenue and related costs on three MedCare Program sites and one
RxSheets contract as performance of the Company's obligations under the
contracts were not complete. During the second quarter of 1999, the Company
introduced a new franchise version of the MedCare Program to hospitals and other
large healthcare providers which requires each new site to pay an upfront
subscription fee, the clinician's salary and a monthly management fee. Although
the sales cycle is longer, the new franchise version allows MedCare to reach a
greater number of healthcare providers. The decrease in revenues is due to the
change to the new franchise version of the MedCare Program during 1999 and the
closing of unprofitable offices.
During the next year, 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. In addition, during 2000, the Company
expects to begin generating revenue from the sale of marketing services from its
new wholly-owned subsidiary, RxSheets.com. As of June 30, 2000, there have been
no revenues related to RxSheets.com.
Expenses. During the three months ended June 30, 2000, the Company incurred
$1,331,035 in expenses, an increase of 3% from second quarter 1999 expenses of
$1,287,258. Expenses for the six month period ended June 30, 2000 decreased 6%
from $2,679,674 to $2,511,659. The Company experienced less salary and operating
expenses for the Medcare Program as fewer MedCare sites existed during the
second quarter of 2000 versus the same period in 1999. This was offset by
operating and start-up expenses in the second quarter of 2000 related to
RxSheets.com, which had minimal activity in the second quarter of 1999. In
addition, the Company incurred additional expense in the second quarter of 2000
as a result of its efforts to obtain additional financing.
Interest Income. Interest income was $28,463 and $31,763 for the quarters
ended June 30, 2000 and 1999, respectively. Interest income for the six month
period ended June 30, 2000 increased from $55,796 to $66,353. Interest earned in
the future will be dependent on Company funding cycles and prevailing interest
rates.
Provision for Income Taxes. As of June 30, 2000, the Company's accumulated
deficit was $11,674,097 and as a result, there has been no provision for income
taxes to date. The Company has net operating loss carryforwards that will expire
beginning with the year 2002 unless utilized by the Company.
Preferred Stock Deemed Dividends. Preferred stock deemed dividends were
$23,033 and $748,636 for the quarters ended June 30, 2000 and 1999,
respectively. The decrease is due to the one-time accretion to its redemption
value of the entire Series B preferred stock offering on its issuance date in
May 1999 and the lower number of Series B preferred shares outstanding during
2000.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company had a cash balance of $1,607,998 compared to
a cash balance of $3,218,228 at December 31, 1999.
9
<PAGE>
During the first six months of 2000, the Company used $1,550,525 of net
cash from operating activities as compared to $1,830,673 of net cash used in the
first six months of 1999. The decrease in the net cash used in operating
activities was due mainly to an increase in accounts payable and accrued
liabilities offset by an increase in the net loss between years. The increase in
accounts payable and accrued liabilities was due mainly to the additional
expenditures required for the start-up and operating expenses of RxSheets.com.
Net cash used in investing activities was $59,705 for the first six months
of 2000, compared to $109,216 for 1999. The decrease in the net cash used in
investing activities was due mainly to purchasing fewer fixed assets for the
MedCare Program offices in the first six months of 2000 versus the first six
months of 1999.
Net cash provided by financing activities was zero for 2000 compared to
$3,901,879 for 1999. 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). The Company has financed
its operations primarily through private placements of Common Shares, Preferred
Shares and the exercise of stock options.
On May 17, 2000, the Company entered into a twenty-four month leasing
arrangement for the purchase of approximately $200,000 of computer equipment and
software. The lease term begins after the delivery and installation of the
computer equipment which occurred in July, 2000. The lease agreement required a
down payment of 15% of the total purchase at the signing of the lease and defers
any payment for the first six months. At the end of the twenty-four month lease
term, the Company can purchase the equipment for $1. The Company will treat this
lease as a capital lease in its financial statements at the commencement of the
lease term.
The Company expects to incur losses as it expands its businesses and will
require additional funding during 2000. The satisfaction of our cash
requirements hereafter will depend in large part on our ability to successfully
raise capital from external sources to pay for our planned capital expenditures
and to fund operations. We do not expect that sufficient cash will be generated
from operations to fund our growth for the foreseeable future. As a result, we
expect to aggressively pursue additional sources of funds, the form of which
will vary depending upon prevailing market and other conditions and may include
a sale transaction or the issuance of equity securities. Recently, the Company
has received offers from various third parties to acquire the Company or
RxSheets. Some of the offers to acquire RxSheets have consisted of consideration
in the form of cash or a combination of cash and stock, the latter of which may
result in the Company having a continuing but minority interest in RxSheets or
the acquiring entity, although such result is not assured. Although the Company
has not entered into any binding agreement to effect such a transaction, the
board of directors of the Company does consider such offers and would consider
10
<PAGE>
all of the terms of any such offer as part of its fiduciary duty to determine
whether any such transaction is in the best interest of the Company's
stockholders. If our board of directors does determine that a sale of the
Company or RxSheets is in the best interests of the Company's stockholders, our
board of directors may determine to pursue such a transaction and the
consideration to be paid in connection with such transaction would be used to
expand our business and fund future operations. We cannot assure you that we
will be able to raise funds through a sale or equity transaction, or if such
funding is available, that it will be on favorable terms.
Our common stock is currently listed on the Nasdaq SmallCap Market. Under
the current rules for listing on that market, we must maintain at least
$2,000,000 in net tangible assets, a market capitalization of $35 million or
have net income of $500,000. In addition, we must maintain at least $1,000,000
in market value of public float and a minimum bid price of $1.00 per share. In
the event of a delisting, a shareholder would be forced to trade our common
stock in the over-the-counter market on an electronic bulletin board established
for securities that do not meet the listing requirements or in what are commonly
referred to as the "pink sheets." Because the Company does not currently satisfy
the net income market capitalization and net tangible asset tests, the Company
may be delisted from the Nasdaq SmallCap Market. Although the Company currently
has plans to avoid delisting, we cannot assure you that compliance will be
achieved and delisting avoided.
The Nasdaq may delist our common stock if the bid price for our common
stock is less than $1.00 for a period of 30 consecutive business days; provided
that once Nasdaq has notified the Company of such deficiency, the Company will
have 90 days to achieve compliance, which is defined as the Company's common
stock trading above such $1.00 minimum for a period of ten consecutive business
days during such 90 day period. The Company's common stock became subject to
delisting on this basis on June 29, 2000 and has until September 27, 2000 to
regain compliance. We cannot assure you that the Company's stock price will
return to closing bid price levels such that the compliance will be subsequently
achieved and delisting avoided. If delisting from Nasdaq were to occur, the
outstanding Series B preferred stock would be subject to redemption.
11
<PAGE>
PART II -- OTHER INFORMATION
Item 1 Legal Proceedings
---------------------------
None
Item 2 Changes in Securities
-------------------------------
None
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
------------------------------------------
Exhibit 10x. Equipment Lease Agreement
Exhibit 10y. Block Time Agreement
Exhibit 27. Financial Data Schedule
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: August 14, 2000
12
