U.S. SECURITIES & EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10 SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of The Securities Exchange Act of 1934
IMAGES OF LIFE, INC.
State of Incorporation: Nevada EIN: 86-0895997
Principal Executive Offices
111 Richmond Street West - Suite 420,
Toronto, Ontario M5H 2G4, Canada
Telephone : (416) 366-2856
Fax: (416) 366-8179
Operating Office
12620 East Calle Mia,
Tucson, Arizona, 85749-9316
Telephone : (520) 749-0730
Fax: (520) 749-0746
Securities to be registered under Section 12(g) of the Act
The Company is voluntarily registering with the Securities and
Exchange Commission for the purpose registering its Common Stock
on the NASD Electronic Bulletin Board. While the Company is
taking all necessary steps to meet requirements to register on
the NASD Electronic Bulletin Board, there is no guarantee that
it will succeed in this matter.
ITEM 1: The Nature of the Issuer's Business
Images of Life, Inc. ("The Company") was incorporated under the
laws of the state of Nevada on Sept. 26 1997. The business
transacted by the Company was the mass production of various
wood-carvings of sculptures such as cigar store Indians, Bears
Eagles and Coyotes. It was the intention of the Company to sell
these products over the Internet, in retail stores and mail-
order catalogs. The Company refocused its business in December
1998 as a marketing and investment company with its potential to
be defined by the cash flow potential of its subsidiaries (Images
of Life, Canada Ltd.) and affiliates (Glacier Medical LLC). The
Company has organized itself into two divisions, Investments and
Operations. At this time the Operations Division is dormant as
all activities centre on Investments. The key steps in this
reorganization were:
1. October 1998, Richard D. Heinzel Jr. then president agreed
to return 3.5 million shares of common stock to the
treasury in return for the Company giving up all rights to
the products (wooden sculptures of cigar store Indians,
bears, coyotes and other like designs) developed by Mr.
Heinzel. This was finally recorded as done in January
1999.
2. Between October 20th and December 17th William C. Marshall
filled in as president and oversaw the reorganization of
the Company.
3. On December 17th, 1998 John R. Hedges and Karen C. Hedges
were nominated to the Board of Directors and John R.
Hedges was appointed President and Treasurer and Karen C.
Hedges was appointed Secretary of the Company.
4. On December 19th, 1998 the Company and Richard R. Powell
signed a letter of intent to fund the development of an
anti - needle stick protection device designed by Mr.
Powell.
5. On January 11th, 1999, the Company entered into a Private
Placement Agreement with Trimont Capital Limited of the
Cayman Islands, to provide financing in the amount of
$500,000 at $1.00 per share for a total of 500,000 common
shares bearing a restrictive legend.
The Company's investment strategy is to invest in cutting edge
products and technologies that require development capital and
show promise of generating cash flow. In addition to shares, the
Company will acquire additional concessions from the funded
company such as exclusive sales territories and reduced costs that
can support the sales efforts of the Operations Division.
On January 20th 1999, the Company entered into an agreement with
Richard R. Powell under which, for a commitment of an investment
of $1,000,000, the Company acquired the exclusive Canadian
marketing rights to a patent pending protective device for
syringes, intravenous needles and hypodermic needles that is
designed to fill an urgent need in the Health Care industry and a
35% stake in a private development stage company then yet to be
formed, Glacier Medical, LLC which will own the patents for this
medical device. For the first unit of $500,000 the Company will
receive a 25% interest and for an additional $500,000 the Company
can acquire an additional 10% interest in Glacier Medical, LLC.
Under the terms of the investment agreement, the Company is
required to pay monthly instalments of Glacier Medical, LLC
$25,000 until the total sum of $500,000 has been reached; this
represents the first unit of the investment. Terms for the
optional second unit of the investment requires the Company to pay
monthly instalments of $100,000 until the total of $500,000 has
been reached.
There is a need for such a multi-purpose protective device in most
medical situations. The identified market potential is both global
and enormous.
The priority for the Company is to ensure that the "Protect-a-Pal"
needle safety device's manufacturing and use guidelines meet FDA
Specifications and receive FDA approvals after which a detailed
marketing plan will be implemented as discussed in later sections.
Glacier Medical, LLC.
Glacier Medical, LLC represents the Company's first investment.
As of December 31st 1999 the Company had acquired an 8.75% interest
in this development stage, privately held business that has
designed a patent pending protective device for syringes,
intravenous needles and hypodermic needles for the health care
industry. As of September 31st 2000 the Company had invested
$225,000 and had earned a 11.25% interest in Glacier Medical, LLC.
The majority member in Glacier Medical, LLC, Mr. Richard Powell
sits on the Board of Directors of the Company while the Company's
President is an active advisor to Glacier Medical, LLC and
participates in that company's decision making process and ensures
that the Company's interests as an investor are represented.
While this advice is important to Glacier it is not always taken
and on occasion the Company and Glacier have been in disagreement
on issues and our advice is not always taken and on minor issues
not sought.
The Modern Plague
Caregivers are at constant risk of being exposed and/or infected
with deadly pathogens, such as HIV. The single most common cause
of such an infection is through the handling, removal and post-use
stick with needles. In the U.S. alone, over 5.6 million
caregivers fall into the high-risk category. Presently available
devices are use-specific (designed for one type of access or
needle system) and do not completely address the overall needs of
the caregiver; specifically a protection device that conforms to
established medical protocols and procedures and can be used in
wide variety of applications. Glacier Medical, LLC's "Protect-A-
Pal" provides the most complete protection with a wide variety of
needle systems and will work with most caregiver applications.
The Centers for Disease Control estimates that 1 out of every
250 Americans is infected with the HIV virus, and this number
continues to escalate. Each year 200-300 healthcare workers
lose their lives from occupational exposure to hepatitis B.
Needle sticks are the most common type of occupational exposure
in a healthcare environment ("Needlesticks; what they don't want
you to know" Arch C. McColl, III, 1999). The transmission of at
least 20 different pathogens has been documented due to needle
stick injury. A list of blood-borne pathogens (infectious micro
organisms transmitted through blood) that present a significant
risk to the Health Care Worker are:
The most common: Cytomegalovirus
Hepatitis both B and C strains
Human Immuno-deficiency Virus (HIV);
Diseases less well known but of equal concern:
Arbovirus,
Babesiosis,
Borrelia,
Ehrlichiosis,
Hemorrhagic Fever,
Bunyaviruses,
Hepatitis Delta,
Jakob-Creutzfeldt,
Leptospirosis,
Malaria,
Aplastic crisis-Chronic anemia,
Rocky Mountain Spotted Fever,
Toxoplasmosis,
Trypanosomiasis,
Typhus
The risk of contracting any of these diseases can be greatly
reduced by proper use of needle safety devices such as "Protect-a-
Pal".
The CDC further estimates that 5% of all needle uses result in
needle sticks and 76% of needle stick injuries occur during
needle removal and disposal of needles. There is a clear need
to understand the need for safety here. Needle sticks provide
the greatest single risk of exposure to infectious and often
fatal disease for medical personnel.
This is not a North American phenomenon. According to "The Daily
News" of Melbourne Australia, entitled "Syringe Injuries High
and Rising" by Darren Gray.
"Doctors, nurses and ambulance staff who have suffered
accidental needle-stick injuries face an anxious three-
month wait for results of HIV and hepatitis tests.
Thousands of Australian hospital workers suffer needle-
stick injury each year and the incidence is increasing
(even with current safety requirements) Doctors nurses
and scientists warn that the problem is far greater
than the statistics reveal, claiming that many injuries
go unreported. Victorian Work Cover Authority figures
show that the number of claims for needle-stick
injuries jumped 12.6 percent between 1996-97 and 1997-
98. In this vicinity alone, there were 357 claims for
compensation to the Victorian Work Cover Authority in
1997-98. Eighty working days were lost and $84,857
compensation was paid to cover medical costs, time off
work and travel for medical tests! In the same
article the president of the Australian Medical
Association, Victoria, Dr. Gerald Segal, said doctors
had become infected with hepatitis B as a result of
needle-stick injuries even with safety protocol in
place, "Even with the best of intentions, and being
careful and watching yourself, it still happens," he
said. A leading health spokesman Mr. John Thwarts,
said: "The bottom line of price should not be allowed
to put hospital workers' health at risk. There should
be adequate funding for hospitals to ensure they can
provide a safe environment and safe equipment."
As with many changes the way we do things in our society today
California is leading the way with far reaching legislation that
will require Medical Facilities to provide and Health Care
Workers to use needle safety devices. In September 1998
California became the first state to require safety needles and
related devices to prevent the transmission of blood-borne
diseases such as HIV and hepatitis B and C. The law, which takes
effect January 1, requires the state Occupational Safety and
Health Standards Board to adopt emergency regulations to mandate
these protections starting January 15, 1999. The regulations
will require each healthcare employer to adopt an infection-
prevention system "that includes sharps prevention technology
including, but not limited to, needless systems and needles with
engineered sharps injury protection." By the end of August
2000, 15 other States have enacted legislation to require the
use of anti needlestick safety devices, this includes West
Virginia, Texas, Oklahoma, Tennessee, Ohio, New Jersey, New
Hampshire, Minnesota, Massachusetts, Maryland, Maine, Iowa,
Georgia, Connecticut, and Alaska.
OSHA (Occupational Safety & Health Administration, a federal
government agency) seeks to control exposure to potentially
contaminated blood or other body fluids via a standard that
regulates the handling of such fluids and their potential
carriers, primarily needles. Under the universal precautions
established by OSHA in 1991, all at-risk employees, (over 5.6
million in the U.S. alone) must . "assume that all human blood
and specified human body fluids are infectious for HIV, HBV, and
other blood born pathogens. Where differentiation of types of
body fluids is difficult or impossible, all body fluids are to
be considered as potentially infectious."
OSHA has determined that, in order to avoid contamination,
infectious material "must not reach employee's work clothes,
street clothes, undergarments, skin, eyes, mouth or other mucous
membranes under normal conditions for the duration of the
exposure." It is estimated that nearly 90,000 nurses per year
sustain needle stick injuries. Each of these injuries is a
possible exposure to contaminated blood or body fluids.
According to the OSHA standard, all employers must "provide and
make readily accessible all necessary personal protective
equipment in appropriate sizes at no charge to the
employee....and ensure that it is replaced as needed."
Data used in Canadian research is largely derived from the CDC
studies that are widely considered to be first rate. The Canadian
Medical Association and the Canadian Nursing Associations have
both come out strongly in favour of implementing policies and
procedures requiring the use of "Universal Blood and Body Fluid
Precautions" and other proven infection control measures in direct
care situations. These professional bodies see the need for these
measures as an effective preventative measure against the spread
of blood borne infections.
The Universal Needle Safety Device
An Ounce of Prevention -- "Protect-a-Pal"
Weighing approximately one ounce, the "Protect-a-Pal" needle
safety device provides a universal protection system for care-
givers in the health care industry for use with syringes,
intravenous needles and hypodermic needles. It acts as a barrier
automatically as the needle is withdrawn from the patient to
protect against rebound sticks, splash-back, and sticks occurring
during transport to disposal. The design of the Protect-a-Pal
device is simple consisting of an easily extendable plastic nipple
that sits on the upper part of the needle during use and extends
over the needle tip to envelope the needle in a hard shell on
withdrawal. Its design simplicity allows for its universal
application without limitation by size, type, or application of
the needle. It works equally well in all types of applications,
something competing products do not and can not do. Its use
requires very little change to existing medical protocols during
needle extraction, consequently the Protect-a-Pal is viewed as
"User Friendly" by the medical profession.
FDA Approval Process
Glacier Medical, LLC is instituting clinical trials and developing
manufacturing and use protocols to gain the approval of the
"Protect-a-Pal" needle safety device from the FDA. This is a
lengthy and exhaustive review process outlined below, that all new
medical applications must be subjected to.
In the case of Protect-a- Pal the process could be less exhaustive
than with other types of applications because:
1. Products with similar applications have already
received FDA approval.
2. The product is a non invasive procedure (ie. does
not break the skin)
This is common practice in receiving approvals in order to break
the long term new-application cycle. What is helpful with this
product is that it is external and only used on another device.
These facts may accelerate the process. Almost as important will
be gaining the acceptance of healthcare providers. This could
prove to be a lengthy exercise and has been considered as an
integral part of the design prototyping phase.
The process necessary to secure FDA approval is expected to take
from 5 to 12 months costing from $60,000 to as much as $210,000
and will require:
1. Prototype "pre clinical" focus groups- verification
of product design. - completed
2. Develop instruction pamphlet for use - completed
3. Review by FDA applications consultant - completed
4. Evaluation and approval of clinical trial
development and reporting per FDA guidelines.
5. A clinical test in an operating hospital environment
administered by independent consultants.
6. Preparation of documentation in suitable acceptable
formats, for submission to the FDA
7. FDA 501K Approval.
By taking into account FDA standards throughout the design phase
and clinical trials, Glacier Medical may have shortened the
approval process. On receipt of FDA approval, the product will be
eligible for sale in the US.
Health Canada Approvals
The Canadian approval system is much more relaxed than that of the
FDA. If a medical device is non intrusive (ie does not penetrate
the body) and sold as a separate item it is categorized as a Class
I device; no specific approval is required and it may be sold on
the market as a separately packaged item. Should the device be
intended to be sold as an integral part of the syringe, it would
be classified as a Class II device requiring review and approval
of Health Canada before sales could begin. The Company is
evaluating the possibility of launching the Protect a Pal as a
Class I device in the Canadian market at the conclusion of the
clinical trials and before FDA approval is granted.
International Approvals
Europe represents a market almost as large as North America.
Government and regulatory approvals in Europe are centralized
under EU guidelines (referred to as "C.E." approvals) and apply
throughout the EEC. The CE approvals are not as difficult to
obtain as those of the FDA and Glacier intends to use much of the
information generated during the FDA clinical trials to develop
supporting documentation for these approvals. CE approval and the
subsequent product launch are planned after FDA approval is
granted.
The Austral - Asian markets have not been seriously examined to
date. Preliminary discussions with potential distributors in the
region have indicated that the market is both diverse and
difficult. After Glacier begins to generate sales, the region
will be studied on a country by country basis.
Manufacturing
To save capital and to speed up the manufacturing process all
manufacturing will be sub contracted Glacier Medical, LLC. to
established plastics manufacturers with state of the art injection
mould technology capable of meeting FDA medical grade
specifications. It is likely that this contract will be a sole
source renewable annually. The advantage of doing this is largely
economic with significant savings on the cost of plant equipment
and indirect operating costs. Glacier Medical, LLC will maintain
control of the quality and consistency of the manufacturing
process through a strict quality control program located in the
manufacturer's plant. Contracts will be signed prior to FDA
approval but will be conditional on receipt of that approval. In
later years it may be possible that Glacier Medical, LLC may
manufacture itself if conditions warrant. Several quotations have
been received from interested companies who have seen the
potential of the product. The prices quoted have been below US
$0.25 per packaged unit. Under the agreement between Glacier
Medical, LLC and the Company, Images of Life (Canada) Ltd will pay
no more than 120% of Glacier's cost (direct costs plus 20%).
During the next few months a production run of up to 10,000 units
will be run to supply the clinical trials necessary for design
testing and healthcare giver input. Because the main designs were
derived from clinicians' input and comments, fine-tuning is all
that will be necessary. As the FDA clinical trial investigative
research methods will be employed throughout the prototyping
process, Glacier Medical, LLC will be constantly working with the
FDA to meet its requirements. Initial prototype development and
manufacturing will evolve by using a dip or spray process that is
slightly more expensive per unit but less costly in terms
manufacturers capital and requires less set up time.
Pricing
According to preliminary cost estimates provided by several
manufacturing facilities across the U.S., the Protect-A-Pal will
cost approximately US$0.25 to manufacture and package.
Marketing, distribution and administrative costs would add an
additional 13 cents per unit. Given the need for this type of
product and the healthcare-related costs associated with the
needle-stick risks for which protection which will now be
provided, many institutions have stated that the cost of the
device is irrelevant due to the high cost of testing for and
treating healthcare workers who suffer needlestick injuries
(estimated at between $2,500 to $3,000 per occurrence).
Competing products currently sell for between US $1.50 to 2.00
per unit. The target sales price of the Protect a Pal will be
at the lower end of the scale to secure market share and at the
same time maximize return. As the device will come packaged as a
one time disposable product, the demand, it is assumed, will
remain consistent and strong.
The wholesale price charged to distributors is the subject of
negotiation with potential distributors. The price that the
market will bear and will likely be based on the target price to
end users and a consideration that will allow the distributor to
recover a reasonable after tax profit on his sales. Unit prices to
be charged distributors may vary with individual sales volume. As
the device will come as one time use disposable product, the
demand, it is assumed will remain strong and consistent.
Competition
Needles or more specifically, syringes, intravenous needles and
hypodermics have several applications in the medical industry most
common of which are; to give simple injections, draw blood samples
and for intravenous injections. Over the past few years several
designs have been introduced into the market that are either
specific to one type of application or are intended for multi-use
application.
Several designs for syringes and hypodermics currently on the
market meet only part of the industry's need for a universal
system that can be used in an variety of applications and on
different syringe sizes. They fall into four categories;
a. The Safety Sheath type - consisting of an
independent cap that can be put in place after use.
This system is limited to smaller sizes and does not
cover the needle immediately or completely. Some
designs can be re opened with a push. Injuries can
occur in rebound and during transport
b. Self-Retracting Hypodermics - consists of a spring
loaded or manual retraction system that draws the
needle back onto the syringe after use. This type
is used on syringe type needles only and is limited
by size, length and specific use.
c. Catheter Introducer Sheath type - a protective
introducer needle cover specifically for use with
certain types of catheters. These are sold as a
complete system together with the catheter as not
all manufacturers of catheters are users of this
system it is not universal.
d. Syringe Sheath and Needle Cover type - in the case
of these systems the needle of conventional syringes
are inserted into a special housing that traps it
rendering it harmless. This is a simple system that
is gaining market acceptance. It does have some
drawbacks however. Post use needle sticks can still
occur during transport to the container and rebound
and splash back exposure remain a threat.
The market for needles for blood collection is served by three
competing designs, re sheathable winged needles, a bluntable
vacuum tube collection needle and a vacuum tube needle with a
hinged recapping sheath. All safety features required activation
by the Health Care Worker during or after the procedure. In a
recent CDC study cited in the Canadian Medical Association Journal
(CMAJ) Volume 156 Issue 11 involving more than 3.0 million uses,
it was found that the winged needles were effective 23% of the
time while the vacuum tube types with safety features were
associated with a 76% and 66% relative risk reduction
respectively. It also noted that the health care workers were
not using the devices properly due to complexity of their designs
or the radical departure from established protocol. Consequently,
despite being widely available, they are not gaining acceptance
with the end user.
Studies also indicate that despite public relations statements to
the contrary, cost is an issue with institutions such as hospitals
and insurance companies (CMAJ Vol.156 #11). These designs add 25%
to 50% to the cost of a needle. The study concluded that
engineering changes that focus on ease of use and compliance
with established protocols are most likely to generate the wide
market acceptance necessary to drive down cost. The Company has
taken all these considerations into account as part of its
design criteria.
As the Company's product has not yet been launched into the
market the competitive position of the Company viv a vis its
competitors cannot be determined.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements in this report are forward-looking statements
that involve risks and uncertainties. Among the factors that
could cause actual results to differ material from those described
in such forward-looking statements are the following: the
company's ability to manage rapid growth; litigation; changes in
regulations; competition in the metal coal device field; to
dependence on key personnel; the adoption of new, or changes in,
accounting policies, practices, and estimates and the application
of such policies, practices, and estimates; federal and state
regulations; regulatory practices of other countries; and the
Company's ability to develop and expand markets for its current
and future product lines.
For the past 18 months, company has been involved in the
development of a new medical safety device. This device is
currently entering into clinical trials as a first step in
securing FDA approval. . It continues not to generate revenues
from its primary activity, accordingly, the Company is
considered to be in the development stage.
Liquidity and Capital Resources
At December 31, 1998 the Company had a working capital deficit
of $1,158 compared with a positive working capital of $21,446 at
December 31, 1999. Stockholders' equity at years end 1998 and
1999 was $610 and $219,214 respectively.
In January 1999 the Company entered into a private placement
financing agreement with Trimont Capital Ltd. a Company
registered in the Cayman Islands, to provide $500,000 in
financing at a price of $1.00 per share. As of December 31,
1999 Trimont Capital Ltd. had provided $265,000 to the Company
under the Private Placement Agreement.
Corporate Plans for 2000 Beyond
The Company is assisting its affiliate Glacier Medical LLC in
taking the necessary steps to secure the approval of the Food
and Drug Administration (FDA) and subsequent to that approval,
preparing to market its products worldwide. Funding committed
under the private placement Agreement should be adequate to meet
the needs of achieving these goals. Longer term the Company may
acquire additional assets by issuing additional stock or
committing to funding to develop or market other products which
meet its investment criteria. There is no assurance however,
that these efforts will be successful.
Results of Operations
1999 compared to 1998
The Company activities were focused on restructuring and
acquiring new business during 1999. In 1998 the company was
inactive for much of the year. In 1999, much of management's
time and energy activities were limited to maintaining its
status as a public company and establishing new a direction for
the Company. This generated of net loss of and $48,054 in 1999
(per share $0.005) compared to a loss of $9,556 in 1998(per
share $0.002).
During the partial year (3 months) 1997, the Company incurred
losses of $62,139.
Since its inception the Company has generated losses totaling
$119,749
As noted above the Company is a marketing company that takes an
equity interest in the companies it supports and the products that
it sells. During the last 18 months the company has spent most of
its resources on the development of the Protect a Pal needle
safety device. Patents for this device are held in the name of
Richard Powell and are to be transferred to Glacier Medical LLC.
Other than ownership in Glacier Medical LLC the Company has no
rights to the patents. Our current focus is on our one and only
investment in Glacier Medical LLC and to begin marketing the
Protect a Pal device in Canada.
The Company employs its president part time under a contract for
management services.
Near Term Objective
The Company's strategic priority is to immediately take the
necessary steps to ensure that Glacier Medical, LLC's testing and
manufacturing procedures, and use protocols meet or exceed
established Food and Drug Administration (FDA) guidelines.
Secondly, to develop a comprehensive marketing plan to properly
launch this product and to take advantage of the sharply rising
industry and consumer demand driven by recent OSHA guidelines and
legislation that mandates hospitals and clinics to provide safe
procedures to prevent accidental needle sticks.
Longer Term Objectives
New business opportunities are presented to the company on a
regular basis. Images of Life's strategy is to selectively
evaluate and pursue opportunities that encompass the following
characteristics:
a. The business must address critically important and growing
niche markets within major growth industry such as Health and
Safety.
b. There must be an identified, substantial void requiring
fulfilment in the marketplace.
c. The proposed business must represent a promising
technological solution to the market needs so identified.
d. The Technology in question must be developed beyond the
prototype stage, with patents or patents pending, and must
have an identifiable proprietary technical advantage and a
reasonable (with 18 months) lead-time to commercialisation.
e. In all instances, such business opportunities will emphasize
the need to maximize state-of-the-art environmental
protection policies and efficiencies.
f. To exercise management control of its operating subsidiaries
and affiliates through centralized accounting and reporting
systems.
The Canadian Market and Marketing
Every Hospital, Medical Centres, Clinic, and Physician's Office in
the world is a potential customer for the Protect-a-Pal syringe
safety device. In addition all medical aid programs sponsored by
the U.N. World Health Organisation, World Bank or other multi
lateral institutions and national aid agencies are also prime
customers. In short the "Protect-a-Pal" needle safety device has
global potential.
The Canadian market is best calculated on the basis of available
hospital beds. According to the federal government agency
Statistics Canada there are approximately 410,000 hospital and
institutional beds in Canada. Approximately 240,000 of these are
in the two largest Provinces, Ontario and Quebec. A conservative
estimate is that patients in 50% of these beds require one needle
a day. On that basis the potential market for the Protect-a-Pal
is 75 million units per year in Canadian hospitals alone.
This figure does not include any estimate for needle use in
medical clinics or doctor's offices that we estimate could
increase these figures by as much as one-third.
In the USA there are approximately 20,000 hospitals or medical
centres and more than 100,000 clinics and physician's offices. In
Canada, there are approximately 2,500 hospitals and more than
25,000 general practitioners and a similar number of specialists
(Health Canada). This is far too many customers for a start up
venture to cover with a limited marketing and sales force. The
solution is to conduct sales through an established marketing
channel that specializes in sales to the medical industry. It is
likely that this contract would be sole source and limited to
territories. Renewal on an annual basis would be based on sales
performance and not automatic. There are a number of national
medical supply houses, both national and international, that
represent medical equipment and supplies as well as drugs to
Hospitals and Physicians. The Company has had discussions, in
conjunction with Glacier, with several of these larger firms that
have expressed great interest in distribution of the product. The
Company prefers to use a marketing channel such as this to
establish a market presence and gain broad acceptance at minimal
cost. Such a network should be capable of achieving the goals of
Images of Life's marketing strategy and attend to the costly
necessary warehousing and inventory functions that the Company
would prefer to avoid.
The Company will provide its distribution channels with marketing
support and maintain a small group of "Manufacturers
Representatives" to provide product training and ensure that the
customers are properly serviced.
Advertising costs will be limited to professional journals and
medical conferences.
The Canadian socialized health care market is distinctly different
from that of the US. Estimated to be 12% of the size of that of
the US it is more centralized in its decision making process. As a
base case the rates of growth applied to the Canadian market
should approximate those of the US, however Canadian market
penetration may be influenced either positively or negatively by
centralization.
"IMAGES OF LIFE (CANADA) LTD." - will be established as wholly
owned subsidiary of the Company for the purpose of facilitating
marketing and sales of the "Protect-a-Pal" product in Canada.
Its management will be identical to that of the Company. As an
integral part of this role, it will provide the selected
distributor with market support and conduct educational seminars
for the end user. This subsidiary will be staffed lean with a
maximum of 3 market support representatives (Registered Nurses),
an accountant (part time) and bookkeeper. It will not maintain
any warehousing or inventory functions, which will be the
responsibility of the distributor. These employees will be
hired when a decision is made to launch the product in Canada.
Capital Requirements
The Company intends to achieve its primary objective by ensuring
that it has adequate capital to achieve its goals. The Company is
raising funds through a private placement for a) the acquisition
of assets, b) securing FDA approvals and c) the development new
distribution channels. These funds are to be raised over the
next twelve months. Funds raised will be used as follows:
<TABLE>
<CAPTION>
US $ Millions
<S> <C> <C>
Glacier:
Direct Investment $0.500
For Prototype manufacturing ($0.400)
For FDA legal & filings ($0.100)
Corporate Uses:
Costs related to Financing $0.100
Set -Up Costs in Canada $0.200
Working Capital Reserve $0.300
Sub - Total Corporate $0.500
Total Images of Life, Inc. $1.000
</TABLE>
The Company is funding its current needs in part from the
proceeds of a $500,000 Private Placement Financing with Trimont
Capital Ltd. In order to satisfy the balance of its budgetary
needs, it is likely that the Company will have to enter into
another funding agreement during the next year that will require
a further issue of stock.
The Company will employ a strict internal financial regimen.
Capital is and will be allocated according to budgets reviewed
and approved by the Board of Directors under which managers of
investments are expected to operate. The forgoing outline of
the uses of proceeds from our current funding plan is intended
to provide a basis for the development of detailed operating
budgets in addition to being a summary of the intended
application of funds. The Working Capital Reserves held at the
corporate level represents a contingency reserve to be applied
to unforeseen expenses and to provide capital to take advantage,
at the discretion of the board, of any opportunities that may
arise in the future.
In our audited statements for December 31st 1999, our auditor
stated:
"The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 9 to the financial statements, the Company has
incurred net losses since inception and has not yet commenced
operations which raises substantial doubt about its ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty."
Financial Projections
The Company and Glacier Medical LLC have been involved in
discussions with prospective manufacturers and distributors. It
believes that since manufacturing and wholesale prices are
currently being negotiated with these parties, it is too early and
imprudent to make meaningful financial projections as revenues and
operating profits cannot be assessed until these confidential
commercial discussions have been concluded. Projected sales and
cash flow figures will be defined after marketing and production
contracts are closer to completion.
Revenue will be generated from two sources.
1. The Company's own sales efforts and
2. Operating revenue distributed from Glacier Medical, LLC's
operations, because, under state corporate law the operating
revenue of Limited Liability Company is divided
proportionately among its member partners.
Only direct operating costs relating to the Company's own
marketing efforts will show as a cost to the Company. During the
five year period of growth and development of Images of Life, this
market is expected to grow at a steady rate from the current level
of US $l50 million until it achieves market equilibrium at about
US $1.0 billion. Glacier has assumed their market share can be
expected to increase from an initial base case of 5% of the total
market to 20% during this period as the product gains market
acceptance and becomes entrenched as an industry standard. If
this assumption were to hold true a similar market growth pattern
could be expected for the Company.
ITEM 3. DESCRIPTION OF PROPERTY
As of June 30th, 2000 the Company had real property valued at
$2,768 consisting of office furniture and computer equipment.
The Company's corporate offices consist of approximately 750
square feet of corporate and administrative offices, shared with
various other companies at no cost to the Issuer.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT:
As of December 31, 1999 the Company had issued a total of
9,685,000 common shares that are currently outstanding. As of
June 30th 2000 the Company had issued a total of 9,685,000
common shares that are currently outstanding. Of these shares,
685,000 bear a restrictive legend and the balance are
unrestricted (9,000,000). The following table sets forth
information concerning ownership of the companies voting
securities by all persons known by the Company to own 5% or more
of the outstanding voting securities.
<TABLE>
<CAPTION>
Title & Name and Address Amount and Percent
Class of Beneficial Holder Nature of of Class
Beneficial
Holder
<S> <C> <C> <C>
Common William Marshall* 2,260,000 23.38%
13027 Via Latina
Del Mar, CA 92014
Common Jayne Romyn 1,800,000 18.62%
2959 Chestnut,
Long Beach, CA 90805
Common Brenda Burd* 1,800,000 18.62%
12745 Via Donada,
Del Mar, CA, 92014
Common CEDE & Co. 519,500 5.37%
P.O. Box 222,
Bowling Green Station,
New York, NY 10274
Total 6,379,000 66.00%
* former Officer and Director
</TABLE>
The Company has issued no other options to officers and
directors or third parties that can be exercised within 60 days.
As of June 30th 2000, management held no direct or indirect
interest in the Corporation. A total of 300,000 options, have
been granted Directors and Officers. No warrants or other
considerations other than that described in the section on
executive compensation have been granted.
ITEM 5. EXECUTIVE OFFICERS AND MEMBERS OF THE BOARD OF
DIRECTORS
<TABLE>
<CAPTION>
Name Address Age Positions Director
Held Since
<S> <C> <C> <C> <C>
John R. Hedges 12620 East 51 President, 11/1998
Calle Mia, Treasurer and
Tucson, AZ., Director
85749
Karen C. Hedges 855 McQuay 43 Secretary 11/1998
Unit 17, & Director
Whitby, ON,
Canada,
L1P 1L8
Richard Powell 1906 Van Dyke 35 Director 11/1998
Tampa, FL
33549
</TABLE>
The directors and officers of the company hold office until
successors are duly elected and qualified. The background
principal occupations of the directors and each officer the
company are as follows:
John R. Hedges - President, B.Sc. Geology, Post Graduate Studies
in Mineral Economics, Director.
Mr. Hedges has 27 years of experience in the mining and
financial service industries, 14 of which have been in the
discipline of international project finance gained with the
Export Development Corporation and private banking interests
where he has worked as an in house consultant. His international
experience covers all regions of the globe. Mr. Hedges has held
senior management positions with major banks and mining
companies as well as in a number of start up ventures where he
has been a key factor in their success. For the past seven
years 6/93 to present he has been an independent consultant
providing services to and advising financial institutions and
industry. In his role as president of IMLF he also acts as an
advisor to Glacier Medical, LLC and is parent Glacier Quest Inc.
Karen C. Hedges - President, Aquatek UK Ltd. and Director
Ms. Hedges has Bachelor of Science (Honors) Environmental
Science and a Diploma in Environmental Technology. Her
experience lies in project design and implementation, project
cost management and administration. For the past five years Ms.
Hedges has been pursuing advanced degrees in Environmental
Sciences (9/95 to 6/99) and at the same time acting as a
consultant to industry on environmental remediation an activity
which continues. Ms. Hedges is the sister of the President.
Richard R. Powell - President and Majority Member, Glacier
Medical, LLC and Director
Mr. Powell has a Bachelor of Science in Management and 8 years
experience in the medical device sales and management field. His
expertise involves marketing and sales campaigns to medical
institutions, He has experience at he level of Director of
Marketing for independent laboratories, research and development
and experience taking a product from the drawing table to sales.
For the past five years 1/95 to present, Mr. Powell has been
developing a line of herbal health supplements and marketing
them nationwide as well as developing the Protect a Pal needle
safety device.
None of the directors and officers of the Company have been or
are involved in any legal proceedings during the past five
years. Specifically no officer or director has been involved in
any bankruptcy petition filed by or gains to any business of
which such person was a general partner or executive officer,
being convicted in a criminal proceeding or is subject to a
pending criminal proceeding, nor a to any order, judgment, or
decree of any court of competent jurisdiction permanently or
temporarily in joining, barring, suspending or otherwise
limiting his or her involvement in any type of business, or
banking activities; nor has any officer or director been found
by a court of competent jurisdiction in a civil action, the
Commission, or the Commodity Futures Trading Commission to have
violated federal or state securities or commodities law.
ITEM 6: EXECUTIVE COMPENSATION
At this time, Mr. J. R. Hedges, president, is the sole employee
of the company pursuant to management services contract between
himself and Company (see item 7 below). From January 1st 1999 to
June 30th 2000, the Company has paid Mr. Hedges a total of
$45,000. The following table outlines the compensation paid and
projected compensation to be paid to executive officers and
directors of the Company.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
Name & Salary Bonus Other Restr- Securities LTTP
Principal icted Underlying Payout
Position Stock Options+/SAR
Year ($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
John R. 1998 0 0 0 0 0 0
Hedges 1999* 0 0 35,000 0 180,000 0
President
Treasurer
Karen C. 1998 0 0 0 0 0 0
Hedges 1999 0 0 0 0 40,000 0
Secretary
Richard R. 1998 0 0 0 0 0 0
Powell 1999 0 0 0 0 40,000 0
Director
William C. 1998 0 0 0 4,000 0 0
Marshall 1999 0 0 0 0 0 0
President
<FN>
* from June 1st 1999 under the Management Contract with J.R.
Hedges see Item 7 below.
** President from October 20, to December 15, 1998
+ Options cannot be exercised until Company shows cash flow
from sales
</FN>
</TABLE>
No other compensation has been paid to any director or officer
of the Company.
Options granted to directors other than those granted the
president are the sole compensation that they receive. The
strike price of these options is $1.00 per share a value that
exceeded the value of the stock at the time of granting these
options (February 10, 1999). These options are performance
based in that exercising them is conditional upon the Company
generating a positive cash flow. Directors may be claim for any
reasonable expenses (travel, food, lodging) in conjunction with
Board meetings.
Additional options may be issued to Officers and Directors from
time to time with the approval of the shareholders for services
rendered the Company. Shares may be issued to third parties in
lieu of cash for services rendered the Company with the approval
of the Board of Directors.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 23, 1997, the Company was officially incorporated
under the laws of the State of Nevada. The business of the
company was the manufacturing and sale of various wood-carvings
and sculptures such as cigar store Indians, bears, eagles and
coyotes. These products were to be sold over the Internet,
through retail stores and through specialty mail order catalogs.
At that time 3.5 million shares valued at $0.001 per share or
$3,500.00, were issued to the then President Richard D. Heinzel
Jr. in return for consulting services and the rights to certain
products developed by Mr. Heinzel specifically wooden sculptures
of cigar store Indians, bears, coyotes and other like designs.
In addition the Company agreed to pay the Company's president up
to $20,000 from the inception of the company over a period of
six months. The actual amount paid to the president from
September 23, 1997 through April 30, 1998 was $12,744.
On October 20th, 1998 the then President and all but two
Directors, resigned in preparation for a reorganization of the
Company. At that time, the former resident agreed to return 3.5
million shares of common stock to the treasury return for the
Company giving up all rights to the products developed by Mr.
Heinzel. This was finally recorded as done in January 1999.
On October 20th, 1998, Mr. William C. Marshall assumed the office
of President and took on the task of reorganizing the Company.
For his efforts he received 400,000 shares of common stock
valued at $0.01 per share.
On December 17th, 1998 John R. Hedges and Karen C. Hedges were
nominated to the Board of Directors and John R. Hedges was
appointed President and Treasurer and Karen C. Hedges was
appointed Secretary of the Company.
On December 19th, 1998 the Company and Richard R. Powell signed a
letter of intent to fund the development of an anti - needle
stick protection device designed by Mr. Powell.
On January 11th, 1999, the Company entered into a Private
Placement Agreement with Trimont Capital Limited of the Cayman
Islands, to provide financing in the amount of $500,000 at $1.00
per share for a total of 500,000 common shares bearing a
restrictive legend. Under the agreement the Company will issue
shares to Trimont restricted in accordance with section 144 the
Securities Exchange Act of 1934, for each and every $250,000
provided to the Company under this agreement. The Company is
under no obligation to issue stock prior to the date when a
total of $250,000 has been paid to the Company. On completion of
the financing Trimont will own less than 5% of the issued and
outstanding stock. Trimont Capital Ltd. is a private venture
capital firm that invests in start up companies and meets the
criteria required of a sophisticated investor.
On January 20th, 1999, the Company entered into an investment
agreement with Glacier Medical, LLC and Richard R. Powell to
fund the development of Glacier Medical, LLC's needle stick
protection device. Under the terms of this agreement, the
Company can earn up to 35% interest in Glacier Medical, LLC in
return for financing $1,000,000 of development and production
costs. This interest will be earned based on the amount
invested and is based upon a vesting plan staged to reflect
risk. Stage 1 investments total five hundred thousand dollars
[$500,000] and represents twenty five percent [25%] interest in
Glacier Medical, LLC. This sum will be paid to Glacier Medical,
LLC incrementally, in monthly payments of twenty five thousand
dollars [$25,000]. Each such payment will represent a 1.25%
interest in Glacier Medical, LLC. Stage 2 investments will
total five hundred thousand dollars [$500,000] and represents an
additional ten percent [10%] interest in Glacier Medical, LLC.
This sum will be paid to Glacier incrementally, in monthly
payments of one hundred thousand dollars [$100,000]. Each such
payment will represent a 2.00% interest in Glacier Medical, LLC.
As of January15th 2000, the Company has made payments totaling
$225,000 to Glacier Medical, LLC and earned an 11.25% interest
in Glacier Medical, LLC.
On April 1st 1999 the Company entered into a Management Contract
with J.R. Hedges under which the Company would pay $5,000 per
month for management services with respect to serving in the
capacity of President of Images of Life, Inc., among his duties
are the monitoring of all investments made by the Company,
progress made in the development of the products supported and
the expectations the Company may have in realizing on its
investments, developing Business Plans, preparing corporate
documents, tax submissions, and maintaining all current
financial records, interfacing with regulatory agencies,
brokerage firms and market makers as required. Mr. Hedges is
entitled to recover all reasonable expenses such as telephone,
faxing, mailings, and travel and entertainment expenses as they
may pertain to the performance of his duties. The Company also
awarded Mr. Hedges 180,000 options that can only be exercised on
receipt of audited statements that the Company is generating
positive cash flow from sales.
ITEM 8: DESCRIPTION OF SECURITIES
Issued as of 06/30/00 - 9,685,000 common shares
Authorized 15,000,000 common shares at a par value $0.0001 per
share.
As of June 30th 2000, a total of 9,685,000 shares had been issued
of which 9,000,000 are unrestricted. The balance of 685,000
shares are restricted under the provisions of Section 144 of the
Act. 400,000 of these shares are held by William C. Marshall, a
former Officer and Director of the Company and 285,000 shares
are held by Trimont Capital Ltd in return for the financing
provided to date. Marshall's shares can trade after December
15th 2000. Trimont's shares can trade after January 15th 2001.
Each common share carries a single voting right and the right to
one vote upon each matter submitted to a vote at a meeting of
shareholders. Restricted shares issued to former Directors and
Officers carry their restriction for a period of two years.
Restricted shares issued in accordance with the Private
Placement Agreement will carry their restriction for a period of
one year. Each share of common stock is entitled to share pro
rata in dividends and distributions with respect to the common
stock win hadn't if declared by the Board of Directors from
funds legally available therefore. No holder of any shares of
common stock has any preemptive right to subscribe for any of
the Company's securities. Upon dissolution, the quotation or
winding up of the company, the assets will be divided pro rata,
share for share basis among holders of the shares of common
stock after any required distribution to the holders of
preferred stock to. All shares of common stock outstanding are
fully paid and non-assessable and shares will, when issued upon
payment as contemplated hereby will be fully paid and non-
assessable. Notwithstanding the fact that shareholders are
entitled to vote at formal shareholder meetings, informal action
may be taken by shareholders without any formal meeting provided
that consent in writing, setting forth the action taken shall be
signed by all the shareholders entitled to vote.
As noted above, the Company entered into a Private Placement
Agreement with Trimont Capital Limited of the Cayman Islands, to
provide a financing of $500,000 at $1.00 per share for a total
of 500,000 common shares bearing a restrictive legend. Under
the agreement the Company will issue shares to Trimont
restricted in accordance with section 144 the Securities
Exchange Act of 1934, for each and every $250,000 provided to
the Company under this agreement. The Company is under no
obligation to issue stock prior to the date when a total of
$250,000 has been paid to the Company. As of December 31st 1999
the company had received $255,000 and was under obligation to
issue 250,000 shares of restricted stock. On completion of the
financing Trimont will own 500,000 shares or less than 5% of the
issued and outstanding stock.
PART II
ITEM 1: MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's securities were cleared for trading on the NASD
electronic bulletin board on 28th of January 1998 and began
trades on the 25th of August 1998. Prior to that time they were
not traded on any public exchange. A new Transfer Agent,
Pacific Stock Transfer of Las Vegas, Nevada was appointed, in
December of 1998 replacing General Securities Transfer of
Albuquerque, New Mexico. Active trading began In April of
1999. A history of these trades is provided in the following
table. In December 1999 the company stock or was relegated to
the over-the-counter market [pink sheets] pending approval by
the Securities and Exchange Commission of the Company's
registration via a 10 SB document.
The company trades under the symbol IMLF. The following table
sets forth the high price, low price, closing price and amount
of shares traded for the periods indicated.
<TABLE>
<CAPTION>
Quarter Year High Low Close Volume
($/sh) ($/sh) ($/sh) (# shares)
<S> <C> <C> <C> <C> <C>
Q2 1999 4.375 2.875 4.250 59,900
Q3 1999 5.000 3.370 3.620 151,600
Q4 1999 5.500 3.500 5.250 1,100,100
Q1 2000 5.375 1.500 3,000 68,600
Q2 2000 3.250 1.750 1.750 37,500
</TABLE>
Approximately 500,000 shares traded in the forth quarter 1999
were transfers to CEDE & Co. As of June 30th, 2000 there were
376 shareholders in the company. Of the total of 9.685 million
shares, 4,060,000 million shares or 43% are in the hands of the
former Officers and Directors of the Company. 2,510,000 shares
of that stock or 685,000 shares of the total issued stock bears
a restrictive legend. The Company has not paid a dividend
during the last fiscal year, nor does it contemplate paying a
dividend during the current fiscal year.
Each outstanding share entitled to vote at Annual or Special
meetings of shareholders. Each share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of
shareholders exercised either by the shareholder or by his or
her designated proxy. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute,
may be called by the President or by the Board of Directors, and
shall be called by the President at the request of the holders
of not less than percent ten per cent (10%) of all the
outstanding shares of the Corporation entitled to vote at the
meeting.
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
"Penny Stock" Regulations
Rule 3a5l-l of the Exchange Act defines a "penny stock" as an
equity security that is not, among other things: (a) a reported
security (i.e., listed on certain national securities
exchanges); (b) a security registered or approved for
registration and traded on a national securities exchange that
meets certain guidelines, where the trade is effected through
the facilities of that national exchange; (c) a security listed
on NASDAQ, (d) a security of an issuer that meets certain
minimum financial requirements ("net tangible assets" in excess
of $2,000,000 (if the issuer has been continuously operating for
more than three years) or $5,000,000 (if the issuer has been
continuously operating for less than three years), or "average
revenue" of at least $6,000,000 for the last three years); or
(e) a security with a price of at least $5.00 per share for the
transaction in question or that has a bid quotation (as defined
in the Rule) of at least $5.00 per share.
The Company's shares presently fall within the definition of
"penny stock" because the Company has not have been operating
for more than three years, does not have net tangible assets in
excess of $2,000,000, and has not had average revenue of more
than $6,000,000 for the past three years. As long as it remains
below one or more of these criteria, and does not list its
securities on NASDAQ or on a national securities exchange, then
the Company's common stock will be deemed a "penny stock" as
defined in Rule 3a5l-l. For transactions in 'penny stock' as
defined above, Rule 15g-9 under the Exchange Act requires U.S.
broker-dealers (with certain exceptions) to make a special
suitability determination for each purchaser, and to receive the
purchaser's written agreement to the transaction prior to the
sale. In addition, Section 15(g) of the Exchange Act requires
such brokers and/or dealers, prior to effecting a transaction in
a penny stock, to provide investors with a written disclosure
document containing information concerning certain aspects of
the market for penny stocks in general, as well as information
with respect to the specific penny stock involved and that
specific purchase or sale transaction (e.g., price quotes and
broker-dealer and associated person compensation). Subsequent
to the transaction, the broker is required to provide to the
customer monthly or quarterly statements containing specific
information about the penny stock.
As long as the Company's Common Stock remains within the
definition of a "penny stock" these added suitability and
disclosure requirements will most likely have a negative effect
upon the ability of U.S. investors to sell their shares in any
secondary market that may exist.
As long as the Company's net tangible assets remain below
$2,000,000 and at the same time the Company's Common Stock
trades at less than $5.00 per share, then broker-dealers who
effect transactions in its Common Stock will be subject to Rule
15c2-6 (the 'Rule") under the Exchange Act The Rule imposes
additional sales practice requirements on broker-dealers who
sell nonexempt securities to persons other than established
customers as defined in the Rule or accredited investors
(generally, those institutions with assets in excess of
$5,000,000, or individuals with either a net worth of more than
$1,000,000 or annual income exceeding $200,000 individually, or
$300,000 jointly with his or her spouse). For transactions
covered by the Rule, the broker-dealer must make a special
suitability determination for the purchaser, and must receive
the purchaser's written agreement to the transaction prior to
each sale. Consequently, the application of the Rule may affect
the ability of shareholders to sell their securities in a
secondary market, if in fact any exists.
ITEM 2: LEGAL PROCEEDINGS
No legal proceedings have been enacted against or on behalf of
the Company, its Officers or Directors.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Neither Management nor the Board of Directors disagrees with the
results of the Audit for year end 1999.
The Company changed auditors from Cordovano and Harvey of
Denver, Colorado, for fiscal year 1999 to Lavoie Charvoz and May
PC Tucson, Arizona an audit firm located closer to the operating
office of the Company with the approval of the Board of
Directors.
During the audit of 1999, management and the Board of Directors
were advised of errors in the audit conducted for the period
from inception to April 30, 1998 and have taken steps to have
these errors corrected by Cordovano and Harvey, the auditor who
conducted that audit. These changes are incoporated in the
attached financials.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
Since September 23rd 1997, the company has issued a total
of 5,650,000 shares inn transactions which are exempt from
registration requirements of the Securities and exchange act of
1933. Of these shares 3.5 million were returned to the
treasury under agreement with Richard J. Hienzel Jr. in January
of 1999.
On September 27th 1997 the Company made a public offering of a
total of 1,500,000 common shares at a price of $0.05 per share
to a total of 26 accredited and unaccredited investors. The
minimum subscription was 2000 shares. The total amount arranged
was $75,000. There was no underwriting firm sponsoring this
offering and no underwriting fees were paid. These securities
were offered pursuant to a claim of exemption from the
registration or qualification provision of Section 504 of
regulation D under the Securities Act of 1933 and various self
executing limited offering exemptions or isolated transaction
exemptions in the states where the offering was made. The
Company filed a Notice of Sale of Securities Person Went to
Regulation D, Section 4 (6) and/or Uniform Ltd. Offering
Exemption(the "Notice")on form D with the Securities and
Exchange Commission.
400,000 shares were issued to William C. Marshall as
compensation for serving as the Company's president from October
20th through December 17th, 1999.
285,000 shares were issued to Trimont Capital Ltd. in January
2000 in consideration for financing a total of $250,000 under
the Private Placement Agreement with the Company. As of June
30th 2000 Trimont had earned, but had not yet been issued an
additional 20,000 shares in consideration for an additional
$20,000. Trimont Capital Ltd. is a private venture capital firm
that provides seed capital to new ventures.
ITEM 5: INDEMNIFICATION OF OFFICERS AND DIRECTORS
Although the corporate by-laws provide for indemnification of
the Officers and Directors, no action has been taken in this
regard. It is the intention of the Corporation to purchase
Directors and Officers liability insurance during the next
fiscal year in order to comply with its by-laws and to meet its
obligations to its employees and directors.
PART F/S
The Issuer's Most Recent Balance Sheet and Profit and Loss and
Retained Earnings Statements and Similar Financial Information
for such Part of the Two Preceding Fiscal Years as the Issuer or
its Predecessor
Attached as an Exhibit hereto.
PART III
INDEX OF EXHIBITS
Exhibit 1 ....... Private Placement Agreement between
Trimont Capital Ltd. and Images of
Life, Inc. January 11th 1999
Exhibit 2 ....... Bylaws of Images of Life, Inc.
Exhibit 3 ........ Instruments Defining Rights of
Security Holders
Not applicable
Exhibit 5 ........ Voting Trust Agreement.
Not applicable
Exhibit 6 ....... Material Contracts
6.1 Investment Agreement between Images of Life, Inc. and
Glacier Medical, LLC, dated January 20th 1999.
6.2 Contract between Images of Life,
Inc. and J. R. Hedges for
management services dated May
1st, 1999.
Exhibit 7 ...... Material Foreign Patents
Not applicable
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on behalf by the undersigned
thereunto to duly authorized.
Images of Life, Inc.
/s/J.R. Hedges
July 5th, 2000 By _________________________
J. R. Hedges
President
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