UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB/A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE 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 ______
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LIFESTREAM TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
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NEVADA 82-0487965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
510 CLEARWATER LOOP, SUITE 101, POST FALLS, IDAHO 83854
(Address of principal executive offices)
(208) 457-9409
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or 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 outstanding of the registrant's common stock as of November
10, 1999 was 14,706,161.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
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LIFESTREAM TECHNOLOGIES, INC.
FORM 10-QSB/A
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
INDEX
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Restated)
Balance Sheets as of September 30, 1999 and June 30, 1999 3 - 4
Statements of Loss for the three month periods ended
September 30, 1999 and 1998 5
Statements of Cash Flows for the three month periods ended
September 30, 1999 and 1998 6
Notes to consolidated financial statements 7
Item 2. Management's Discussion and Analysis 10
PART II. OTHER INFORMATION 15
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES 16
Exhibit Index 17
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Part I. FINANCIAL INFORMATION Lifestream Technologies, Inc.
Item 1. Financial Statements
Consolidated Balance Sheets
(Restated)
September 30, June 30,
1999 1999
---------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 113,615 $ 81,656
Accounts receivable 32,280 27,829
Inventories 210,041 235,418
Prepaid expenses 2,132 2,132
------------ ------------
Total current assets 358,068 347,035
------------ ------------
Equipment and leasehold improvements, net 408,003 412,033
------------ ------------
Other assets:
Patent and license rights, net 1,405,633 1,436,724
Note receivable, related company - 416,372
Note receivable, officer 25,917 25,531
Purchased software technology, net 2,141,843 -
Deferred financing costs - 8,181
Other 21,050 34,291
------------ ------------
Total other assets 3,594,443 1,921,099
------------ ------------
Total assets $ 4,360,514 $ 2,680,167
============ ============
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See accompanying notes to consolidated financial statements
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<TABLE>
<CAPTION>
Lifestream Technologies, Inc.
Consolidated Balance Sheets
(Restated)
September 30, June 30,
1999 1999
---------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 430,409 $ 416,666
Accrued wages and payroll taxes 125,131 122,125
Interest payable 0 16,521
Current maturities of note payable 36,330 36,330
Current maturities of capital lease obligation 43,079 17,830
Convertible debt 270,000 250,000
------------ ------------
Total current liabilities 904,949 859,472
Capitalized lease obligation, less current maturities 39,100 47,146
Notes payable, less current maturities 96,878 105,962
Contingent stock liability 860,000 867,000
------------ ------------
Total liabilities 1,900,927 1,879,580
------------ ------------
Commitments and Contingencies
Stockholders' equity:
Common stock 14,706 12,188
Additional paid-in capital 12,945,051 9,780,003
Accumulated deficit (10,500,170) (8,991,604)
------------ ------------
Total stockholders' equity 2,459,587 800,587
------------ ------------
Total liabilities and stockholders' equity $ 4,360,514 $ 2,680,167
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
<CAPTION>
Lifestream Technologies, Inc.
Consolidated Statements of Loss
(Restated)
Three Months Ended
September 30,
------------------------------
1999 1998
---------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ 49,976 $ -
Cost of products sold 41,472 -
------------ ------------
Gross profit 8,504 -
------------ ------------
Operating expenses:
Depreciation and amortization 139,902 77,295
Professional services 30,945 209,063
Research and product development 94,927 18,486
Sales, marketing and public relations 111,646 160,925
General and administrative 240,515 605,106
------------ ------------
Total operating expenses 617,935 1,070,875
------------ ------------
Loss from operations (609,431) (1,070,875)
Other income (expense), net (148,199) 7,658
------------ ------------
Net loss $ (757,630) $ (1,063,217)
============ ============
Net loss per share - basic and diluted $ (0.06) $ (0.10)
============ ============
Weighted average number of shares
outstanding 13,218,223 10,848,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
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<CAPTION>
Lifestream Technologies, Inc.
Consolidated Statements of Cash Flows
(Restated)
Three Months Ended
September 30,
----------------------------
1999 1998
--------------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net cash used in operating activities $ (430,287) $ (831,578)
----------- -----------
Cash flows from investing activities:
Capital expenditures (2,829) (87,870)
Cash in business acquired 78 -
Advance to officer (386) -
----------- -----------
Net cash used in investing activities (3,137) (87,870)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of convertible debt 540,000 -
Proceeds from stock options exercised - 14,454
Proceeds from sale of common stock 450,000 -
Payments on notes payable (524,617) (7,226)
----------- -----------
Net cash provided by financing activities 465,383 7,228
----------- -----------
Net increase in cash and cash equivalents 31,959 (912,220)
Cash and cash equivalents,
Beginning of period 81,656 1,601,277
----------- -----------
Cash and cash equivalents, end of period $ 113,615 $ 689,057
=========== ===========
Supplemental schedule of non-cash investing and
Issuance of common stock in exchange for:
Business acquired $ 1,798,142$ -
Financing costs $ 139,228$ -
Interest paid $ - $ 1,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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Lifestream Technologies, Inc.
Notes to Consolidated Financial Statements
A. Basis of In the opinion of management, the accompanying
Presentation unaudited consolidated balance sheets and related
interim consolidated statements of loss and cash
flows include all adjustments (consisting only of
normal recurring accruals and adjustments)
necessary for their fair presentation in
conformity with generally accepted accounting
principles. Preparing financial statements
requires management to make estimates and
assumptions that affect the reported amount of
assets, liabilities, revenue and expenses.
Examples include provisions for returns and bad
debt and the length of product life cycles and
intangible asset's lives. Actual results may
differ from these estimates. Interim results are
not necessarily indicative of results for a full
year. The information included in this Form
10-QSB/A should be read in conjunction with
Management's Discussion and Analysis and the
consolidated financial statements and notes
thereto included in the Lifestream Technologies,
Inc. Form 10-KSB Transition Report for the six
month period ended June 30, 1999. The results of
operations from Secured Interactive Technologies,
Inc. ("Secured") have been included in the
consolidated financial results of the Company for
the three months ended September 30, 1999. See
Acquisition of Secured.
B. Going Concern The Company has incurred operating losses since
inception and at September 30, 1999 had incurred
an unaudited first quarter loss of $757,630. In
addition, the Company has a working capital
deficiency, limited revenues to date and a product
for which market acceptance remains generally
untested. Primarily as a result of these factors,
the Company's independent certified public
accountants included an explanatory paragraph in
their report on the Company's 1999 consolidated
financial statements which expressed substantial
doubt about the Company's ability to continue as a
going concern. The financial statements do not
include any adjustments that may be necessary if
the Company is unable to continue as a going
concern.
Management of the Company has undertaken certain
actions to attempt to address these conditions.
These actions include seeking new sources of
capital or funding to allow the Company to
continue production and marketing of its products.
On September 15, 1999, the Company completed a
$500,000 private placement offering whereby the
Company sold its unregistered common
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stock to three qualified investors. The receipt of
these funds continues to meet the Company's short
term cash needs. The Company is currently pursuing
a private placement of shares of the Company's
common stock to obtain the funds necessary to
finance the business until a product revenue
stream can be developed. There can be no
assurances that the Company will be successful in
executing its plans.
C. Private Placement In the first quarter ending September 30, 1999,
Common Stock pursuant to a private offering of common stock, the
Offering Company received a total of $300,000. The terms of
the offering consisted of 500,000 shares of the
Company's common stock offered at $1.00 per share
with a warrant to purchase one additional share of
the Company's common stock at $1.25 per share.
Additionally, the Company commenced a $2,000,000
private offering in October 1999. The terms of this
offering consisted of 2,000,000 shares of the
Company's common stock offered at $1.00 per share
with warrants to purchase 666,667 shares of the
Company's common stock at $2.50 per share. As of
November 10, the Company has received $225,000 under
the terms of this offering.
D. Convertible Debt As of fiscal year end June 30, 1999, the Company had
an outstanding advance from an investor, including
interest of $270,000. This advance was repaid in
July 1999, with funds received pursuant to a
short-term advance from an investor and
significant shareholder of the Company. In
connection with this advance, the Company issued
25,000 shares of its common stock to the lender.
This short-term advance was then repaid during
July 1999, with proceeds received from three
separate convertible notes totaling $270,000. The
convertible debt can be converted, at the option
of the debt holder, into shares of the Company's
common stock at a rate of $.50 per share. As
consideration for these convertible notes, the
Company issued the holders 54,000 shares of common
stock, which was recorded at fair value as a
financing cost during July 1999.
E. Acquisition of On September 1, 1999 the Company completed the
Secured acquisition of Secured by effectuating a purchase
Interactive transaction whereby the stockholders of Secured
Technologies, Inc. received one share of the Company's common stock for
each share of Secured common stock owned by such
stockholder. The Company issued a total of
1,944,000 shares of common stock to the
stockholders of Secured. Secured is the developer
of the PrivalinkTM System (patent pending), a
suite of
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secure Internet medical software and information
services for healthcare data management of Personal
Medical Records. Resulting from the acquisition of
Secured, the Company recognized an intangible asset
of $2,203,038 for the purchased software technology,
which is being amortized to expense over a period of
three years. Total consideration paid to acquire
Secured was $1,798,142 and is based on the value of
the common stock of the Company.
The following unaudited pro forma consolidated
results of operations are presented as if the
Secured acquisition had been made as of the
beginning of each period presented. The pro forma
information is not necessarily indicative of either
the results of operations that would have occurred
had the purchase been made during the periods
presented or the expected future results of the
combined operations.
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
2000 1999
--------------- ---------------
<S> <C> <C>
Net loss $ (880,022) $ (1,359,430)
Net loss per share $ (0.07) (0.11)
</TABLE>
F. Restatement of The acquisition of Secured had previously been
Quarterly Results reported in the Company's fiscal 2000 interim
financial statements as a combination of entities
under common control in a manner similar to a
pooling of interests. During the fourth quarter of
fiscal 2000, it was determined the acquisition
should be accounted for as a purchase transaction.
Therefore, the financial information for the prior
periods have been restated to reflect the change
in accounting treatment and the impact of this
change on previously reported amounts for the
current fiscal years interim financial statements
is as follows:
9
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<CAPTION>
Three Months
Ended
September 30,
1999
---------------
<S> <C>
As previously reported:
Net loss $ (696,435)
Net loss per share $ (0.05)
As revised:
Net loss $ (757,630)
Net loss per share $ (0.06)
</TABLE>
Item 2. Management's Discussion and Analysis
This Quarterly Report on Form 10-QSB, including the information incorporated by
reference herein, includes "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). All of the statements contained in this Quarterly Report on Form 10-QSB,
other than statements of historical fact, should be considered forward looking
statements, including, but not limited to, those concerning the Company's
strategies, objectives and plans for expansion of its operations, products and
services and growth in demand for the Lifestream Technologies(TM) Cholesterol
Monitor. There can be no assurance that these expectations will prove to have
been correct. Certain important factors that could cause actual results to
differ materially from the Company's expectations (the "Cautionary Statements")
are disclosed in this Quarterly Report on Form 10-QSB. All subsequent written
and oral forward looking statements by or attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by such
Cautionary Statements. Investors are cautioned not to place undue reliance on
these forward looking statements, which speak only as of the date hereof and are
not intended to give any assurance as to future results. The Company undertakes
no obligation to publicly release any revisions to these forward looking
statements to reflect events or reflect the occurrence of unanticipated events.
General
-------
Lifestream Technologies, Inc. (the "Company" or "Lifestream"), is a Nevada
corporation, reorganized on February 11, 1994 and has as its current address 510
Clearwater Loop, Suite 101, Post Falls, ID 83854. The Company currently operates
through its two wholly owned subsidiaries, Lifestream Diagnostics, Inc.
("Lifestream Diagnostic") and Secured Interactive Technologies, Inc. (See
Acquisition of Secured Interactive Technologies, Inc.). On July 2, 1999 the
Company changed its fiscal year end from December 31 to June 30, beginning with
and effective for the transition period for the six months ended June 30, 1999.
As a result of the acquisition of Secured, the consolidated financial statements
for the three months ended September 30, 1999 include the results of operations
of Secured.
10
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Lifestream is a developer and provider of Internet Medical Information Solutions
through the use of "Smart Card" enabled health care diagnostic instruments to
domestic and international markets. Lifestream's initial product offering is the
Lifestream TechnologiesTM Cholesterol Monitor (the "cholesterol monitor"), a
hand held instrument that measures total cholesterol levels in the blood with
medical laboratory accuracy in approximately three minutes. It is used in
conjunction with a disposable dry-chemistry test strip.
On October 5, 1998, Lifestream's cholesterol instrument was granted marketing
clearance as a professional-use, point-of-care in vitro diagnostic device for
the measurement of total cholesterol in fingerstick whole blood samples by the
United States Food and Drug Administration ("FDA"). On February 24, 1999, the
Centers for Disease Control and Prevention ("CDC") granted a waiver from the
requirements of the Clinical Lab Improvement Amendments of 1988 ("CLIA") to the
Lifestream cholesterol monitor. The CLIA waiver is granted by the CDC to
products that meet strict ease-of-use, accuracy and precision guidelines. The
significance of the CLIA waiver is that it will allow Lifestream to market its
product to healthcare professionals in medical clinics, hospitals, pharmacies
and other settings without meeting extensive CDC regulatory requirements. On
June 7, 1999, Lifestream submitted a 510[k] pre-market notification to the US
Food and Drug Administration for the unique PrivalinkTM software accessory, that
combines a regulated medical device and patient information through the Internet
using industry-standard Smart Cards and high level encryption. The Company
anticipates FDA 510[k] clearance on PrivalinkTM by the end of the third fiscal
quarter ending March 31, 2000.
Lifestream's professional-use cholesterol monitor measures total cholesterol
levels to aid in the detection of persons who may be at risk for coronary heart
disease and in the management of patients undergoing therapy with lipid lowering
drugs. Initially, the Company focused its marketing efforts on domestic and
international pharmacists offering on-site testing to their customers and to
pharmaceutical companies who sell cholesterol lowering drugs. There are
approximately 200,000 pharmacists in the United States, working in more than
52,000 pharmacies located in drug stores, food stores and mass merchants. Since
the identification of the pharmacy as a convenient place where consumers can
easily access healthcare, the pharmacy market has been identified by the Company
as a new market for cholesterol screening for adults in the United States.
The Company believes its inexpensive, quantitative and timely approach to
screening and monitoring high cholesterol will set the Lifestream cholesterol
monitor apart from competing devices. The Company expects competition from
several companies, including those using "single use" cholesterol test strips
for screening purposes and those using an instrument/strip for monitoring and
diagnostics.
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Additionally, the Company believes the Lifestream cholesterol monitor offers
important educational features absent in many competing technologies. Using the
keypad, the user is able to enter risk factors associated with the patients
heart health. The monitor uses these factors to calculate the patient's risk of
a cardiac event over periods of five and ten years. By changing parameters, a
patient can learn how his or her "cardiac age" will improve by changing certain
habits, such as quitting smoking or beginning to exercise. The medical record
card ("Smart Card"), which holds up to 75 bytes of information, can be used in
conjunction with the monitor. The Smart Card contains a patient's cholesterol
readings and other risk factors downloaded from the Lifestream monitor. This
information can be transferred to the physician's office computer via the Smart
Card to provide a record detailing the total cholesterol test results for that
particular patient.
Once the PrivalinkTM system is fully developed, a healthcare professional will
be able to access Lifestream's secured Intranet. Using this program, the
healthcare professional will be able to merge the patient information with the
latest health research to create a "Personal Health Evaluation Program" for each
patient. This personalized program will be able to be printed and reviewed with
the patient by the healthcare professional and continually updated to provide a
state-of-the-art tool to monitor a patient's health and encourage behavioral
change
During the next twelve months, the Company plans to introduce a consumer
over-the-counter (OTC) product for personal monitoring of cholesterol-lowering
programs. To this end, the Company initiated the start of pre-market Clinical
Trials, the results of which will be submitted to the US Food and Drug
Administration (FDA) in an OTC 510[k] Pre-Market Notification. The Company's
consumer cholesterol monitor will be an instrument-based, quantitative consumer
use system, specifically designed for total cholesterol level monitoring. The
consumer monitor will use a Smart Card for test result storage, allowing the
meter to display dated test results and deliver an average of the patients last
six results. Additionally, the Smart Card test data can be used in the Company's
PrivalinkTM Internet system by the healthcare professional.
The Company has incurred operating losses since inception and as of September
30, 1999, Lifestream had an accumulated deficit of approximately $10,500,000.
The ability of the Company to continue as a going concern and achieve
profitability is highly dependent upon numerous factors including, but not
limited to: the Company's ability to raise additional funds; successfully
manufacture, market and distribute the Lifestream cholesterol monitor;
successfully complete the continuing regulatory approval process; and provide a
reliable product at a cost efficient price. Primarily as a result of these
factors, the Company's independent certified public accountants included an
explanatory paragraph in their report on the Company's 1999 consolidated
financial statements which expressed substantial doubt about the Company's
ability to continue as a going concern.
The development and marketing of medical devices and related products is capital
intensive. The Company has funded operations to date through private equity and
debt financing arrangements. The Company has utilized these funds to develop
products, establish marketing and sales operations and support initial
production of the Company's products. As of September 30, 1999, the Company
requires additional funding in order to continue as a going concern.
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During the three months ended September 30, 1999, the Company has obtained
approximately $ 990,000 in debt and equity financing. If the Company is unable
to obtain additional funding on a timely basis, there would be substantial doubt
about the Company's ability to continue as a going concern. Additionally,
substantial funding from third parties will also need to be raised in order to
successfully manufacture, market and distribute the Company's products over the
course of the twelve-month period ending September 30, 2000. Due to the current
capital restraints on the Company, Lifestream has consolidated all company
functions to the Post Falls facility in an effort to reduce operating expenses.
Results of Operations
---------------------
Revenues and Cost of Products Sold:
Revenues for the three months ended September 30, 1999 were $49,976 as compared
to no revenues for the same period in 1998 primarily because the Company has
moved out of the development stage and has commenced operations. The Company
commenced operations after receiving both FDA approval and CLIA waiver. The
Company has discounted its product prices to its initial customers which has
reduced revenues and contributed to the negligible gross margin. The Company
expects to continue discounting its product prices until its products receive
more widespread market acceptance. Cost of products sold includes direct labor,
direct material and overhead. Due to the limited production for the period ended
September 30, 1999, the Company has not been able to take advantage of
purchasing components with volume discounts or efficiently use its production
staff or facilities which increases the cost of its products. As the Company
ramps up its production efforts, the Company expects to reduce product costs and
efficiencies should be gained through economies of scale.
Operating Expenses:
Operating expenses include those costs incurred to bring the Company's product
to market relative to research and development, sales, marketing, and general
administration. Operating expenses decreased to $617,935 for the three month
period ended September 30, 1999 from $1,070,875 for the three months ended
September 30, 1998. The decrease of $452,940 was primarily due to a decrease in
professional expenses of $178,118, sales, marketing and public relations of
$49,279 and general and administrative expenses of $364,591 as the Company has
consolidated all company functions to the Post Falls facility in an effort to
reduce operating expenses. In addition, the Company incurred initial costs in
1998 related to market research and product development of the Lifestream
professional-use cholesterol monitor not repeated in the same period of 1999.
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Other Expenses and Income:
Other expenses and income includes those costs incurred relative to interest
earned, interest paid, financing costs, and for other miscellaneous
non-operating matters. For the three month period ended September 30, 1999,
other expense, net was $(148,199) as compared to $7,658 for the same period
ending September 30, 1998. This increase of $155,857 in other expense was
primarily attributable to the increase in convertible debt for which interest
and financing costs were accrued.
Net Loss:
Primarily as a result of the foregoing factors, the Company's net loss was
$757,630 for the three month period ended September 30, 1999 and $1,063,217 for
the three months ended September 30, 1998. This represents a decrease in the
loss for the same period of $305,587.
Financial Condition:
During the three months ended September 30, 1999, the Company used cash in
operating activities of $430,287 as compared to $831,578 for the same period in
1998. This decrease of $401,291 was primarily due to the decrease in the net
loss for the period. For the first three months of the fiscal year 2000, the
Company raised $990,000 from the sale of convertible debt and shares of the
Company's common stock. The Company used $524,617 of the funds raised to pay off
certain outstanding notes payable. As of September 30, 1999, the Company had a
balance of $113,615 in cash and cash equivalents. The Company has historically
financed its operations through funds raised through the offering of its common
stock and issuance of debt securities.
Year 2000 Compliance:
Management has initiated a company-wide program to prepare its financial,
manufacturing, and other critical systems and applications for the year 2000.
The focus of the program is to identify affected systems, develop a plan to
correct those systems in the most effective manner and then implement and
monitor the plan. The program also includes communications with the Company's
significant suppliers and customers to determine the extent to which the Company
is vulnerable to any failures by them to address the Year 2000 issue. As part of
a program developed by the FDA Center for Devices and Radiological Health, the
Lifestream cholesterol monitor was certified in June of 1998 to be Year 2000
compliant. The Company is responsive to the Year 2000 compliance mandate from
the FDA. The Company had not expended material amounts related to the Year 2000
issue because the majority of its systems have been purchased from vendors that
have certified that their systems are Year 2000 compliant. At this time, the
Company believes it has properly prepared its financial, manufacturing and other
critical systems and applications for the year 2000. However, at this time, the
Company is not able to determine the estimated impact on the operations of the
Company should one of its suppliers or customers be unable to successfully
address the Year 2000 issue.
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Part II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
1. In April 1998, the Company agreed to issue 2,000 shares of Common Stock
to each of the five directors elected to the Company's Board of
Directors as compensation for each month each serves as a director of
the Company. Pursuant to this agreement, 24,000 shares will be issued,
in the aggregate, to the directors with respect to the three month
period ended September 30, 1999.
2. On September 1, 1999 the Company issued 1,944,000 shares of Common
Stock in conjunction with the merger of Secured Interactive
Technologies, Inc. (See Acquisition of Secured Interactive
Technologies, Inc.).
3. In October 1999 the Company issued 95,500 shares of Common Stock to
four individuals who provided short-term financing to the Company
during the three month period ending September 30, 1999.
4. In October 1999 the Company issued 500,000 shares of Common Stock to
three individual investors who participated in the Company's Private
Placement Offering completed on September 15, 1999.
The Company relied on Section 4(2) of the 1933 Act as the basis for an
exemption from the registration requirements of the 1933 Act for the issuance of
these shares.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit Index
b. Reports of Form 8-K
The following item was reported in the Form 8-K dated September 1,
1999: Item 2. Acquisition Or Disposition Of Assets - On September 1,
1999, the Company completed the acquisition of Secured Interactive
Technologies, Inc., the developer of the PrivalinkTM System, a suite of
secure Internet medical software and information services for
healthcare data management of personal medical records. The Company
issued a total of 1,944,000 shares of common stock to the stockholders
of Secured. The Company financed the entire acquisition by effectuating
a merger whereby the stockholders of Secured Interactive Technologies,
Inc. received one share of the Company's common stock for each share of
Secured Interactive Technologies, Inc. common stock owned by such
stockholder. The foregoing description is qualified in its entirety by
reference to the Agreement and Plan of Merger by and among Lifestream
Technologies, Inc., Secured Interactive Technologies, Inc. and the
Stockholders of Secured Interactive Technologies, Inc. dated June 24,
1999. No financial statements were filed as part of such report.
15
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LIFESTREAM TECHNOLOGIES, INC.
(Registrant)
BY: /s/ Christopher Maus
------------------------------------------------------------------
Christopher Maus, Chairman, President and Chief Executive Officer
DATE: September 28, 2000
------------------------------------------------------------------
BY: /s/ Brett Sweezy
------------------------------------------------------------------
Brett Sweezy, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
DATE: September 28, 2000
------------------------------------------------------------------
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EXHIBIT INDEX
Exhibit No.
27 Financial Data Schedule
17
