GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) 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(b) of the Act
9,665,000 shares of Common Stock to be registered on the
Electronic Bulletin Board
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 defined by the cash flow
potential of its subsidiaries and affiliates. 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 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 acquires 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 uniit
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.
Corporate Objectives
Near Term
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.
Longer Term
Images of Life's strategy is to identify and pursue business
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.
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 January 15th the Company 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.
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 and do not
completely address the overall needs of the caregiver. Whereas
Glacier Medical, LLC's "Protect-A-Pal" provides the most
complete protection with a vide variety of needle designs.
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. 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. Ther 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,
"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. Other
states will be sure to follow.
New Law will require safety needle devices for all
California healthcare employees *
"A new law strongly supported by CAPT will require
that Psych Techs and all other direct-care medical
staff in California get special equipment and
training to prevent dangerous needle sticks.
Governor Wilson's signature on Assembly Bill 1208
means California will become 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."
* Outreach Magazine Oct., 1998 article, author Keith Hearn
Currently 22 states known to be considering legislation
similar to that being enacted by California.
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 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:
? Products with similar applications have already
received FDA approval.
? 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 as much as 6 months and will require:
? Evaluation and approval of clinical trial
development and reporting
? A clinical test in an operating hospital
environment administered by independent
consultants.
? Preparation of documentation in suitable
acceptable formats, for submission to the FDA
By taking into account FDA standards throughout the design
phase and clinical trials, we may shorten the approval
process.
Manufacturing
All manufacturing will be done under the auspices of Glacier
Medical, LLC. To save capital and to speed up the
manufacturing process all production will be contracted out to
a established plastics manufacturers with state of the art
injection mould technology and capable of meeting FDA medical
grade specifications. 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. 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.
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 is slightly more expensive per
unit but less costly in terms manufacturers capital and
requires less set up time.
"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 3 or 4 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.
The 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 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 with
a value of more than US $67 million a year.
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 spec
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. 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 largely limited to professional
journals and medical conferences.
Pricing
According to 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. 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 what the
market will bear and will likely be based on that 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 requirements. They
fall into four categories;
? 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
? 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.
? 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.
? 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 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. 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.
Capital Requirements
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:
US $ Millions
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
The Company employs a strict internal financial regimen.
Capital is allocated capital according to approved budgets
under which managers are expected to operate. The forgoing
outline of the uses of proceeds from this funding 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.
Financial Projections
The Company believes that it is too early to make meaningful
financial projections based upon current market and operating
conditions. Projected sales and cash flow figures can be
defined after marketing and production contracts are closer to
completion. Revenue will be generated from two sources. The
Company's own sales efforts and from Glacier Medical, LLC's
operations, because, operating revenue passes through a
Limited Liability Company directly to 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.
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
ITEM 3. DESCRIPTION OF PROPERTY
As of January 15th, 2000 the Company has made a total $225,000
of investments in Glacier Medical, LLC. For that amount it
has acquired 11.25% of Glacier Medical, LLC. Other than this
the Company has no other assets at the time of writing.
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
9,665,000 common shares that are currently outstanding. Of
these shares, 26% bear a restrictive legend and the balance
are free trading (7,140,000). The following shareholders
hold more than a 5% interest in the Company.
1 2 3
4
Title & Name and Address Amount and Percent of
Class of Beneficial Holder Nature of Class
Holder
___________________________________________________________
Common William Marshall* 2,260,000 23.38%
13027 Via Latina Restricted
Del Mar, California
92014
Common Jayne Romyn 1,800,000 18.62%
2959 Chestnut
Long Beach, California
90805
Common Brenda Burd* 1,800,000 18.62%
12745 Via Donada
Del Mar, California
92014
Common CEDE & Co. 519,000 5.37%
P.O. Box 222,
Bowling Green Station,
New York, NY 10274
TOTAL 6,379,000 66.00%
____________________________________________________________
* former Officer and Director
As of December 31st 1999, 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
Name Address Age Position Held Director
Since
John R. 12620 East 51 President & 12/1998
Hedges Calle Mia Treasurer/Director
Tucson, AZ
85749
Karen C. 855 McQuay 42 Secretary/ Director 12/1998
Hedges Unit 17
Whitby, ON
Canada,
L1P 1L8
Richard R. 1906 Van 35 Director 12/1998
Powell Dyke Rd,
Tampa, FL
33549
John R. Hedges - President, B.Sc. Geology, Dip. 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 a key factor in their success. 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.
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, Director of Marketing for
Independent Laboratories, R&D experience taking a product
from the drawing table to the field to sales.
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
The following table outlines the compensation paid and
projected compensation to be paid to executive officers and
directors of the Company.
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
Name & Year Salary Bonus Other Restric- Securit- LTIP
Principal ted Stock ies U/L Payout
Position ($) ($) ($) ($) Options+
_______________________________________________SAR__________
John R. 1998 0 0 0 0 0 0
Hedges 1999* 0 0 35,000 0 180,000 0
President
Karen C. 1998 0 0 0 0 0 0
Hedges 1999 0 0 0 0 40,000 0
Director
Richard 1998 0 0 0 0 0 0
R. Powell 1999 0 0 0 0 40,000 0
Director
* from June 1st 1999 under the Management
Contract with J. R. Hedges.
+ Options cannot be exercised until Company
shows cash flow from sales
No other compensation has been paid to any director or
officer of the Company. In future additional options may be
granted to directors, officers and consultants to the
Company to provide compensation for their time and
performance.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 25th, 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.
On October 20th, 1998 the then President and all but two
Directors, resigned in preparation for a reorganization of
the Company. At that time, Richard D. Heinzel Jr. the
former 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 developed by Mr.
Heinzel. This was finally recorded as done in January
1999. 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.
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.
ITEM 8: DESCRIPTION OF SECURITIES
Issued as of 12/31/99 - 9,665,000 common shares
Authorized 15,000,000 common shares at a par value $0.001
per share.
As of December 31st 1999, a total of 9,665,000 shares had
been issued of which 7,140,000 are free trading. The
balance of 2,510,000 is restricted under the provisions of
Section 144 of the Act. 2,260,000 of these shares are held
by a former Officer and Director of the Company and 250,000
shares are held by Trimont Capital Ltd.
Each outstanding 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.
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. In order to satisfy 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.
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.
High Low Close Volume
2nd Quarter '99 $4.375 $2.875 $4.250 59,900
3rd Quarter '99 $5.000 $3.370 $3.620 151,600
4th Quarter '99 $5.500 $3.500 $5.250 1,100,100
Approximately 500,000 shares traded in the forth quarter
were transfers to CEDE & Co. As of December 31st, 1999
there were 173 shareholders in the company. Of the total of
9.665 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 26% 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.
ITEM 2: LEGAL PROCEEDINGS
No legal proceedings have been enacted against 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.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
There have been no sales of any unregistered securities.
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.
ORIGINAL SIGNED BY "J. R. HEDGES"
May 11th, 2000 By _________________________
J. R. Hedges
President
Trimont Capital Inc.
c/o Zephyr International, Zephyr House,
Mary Street, Georgetown, Grand Cayman,
Cayman Islands B. W. I
Private Placement Financing Agreement
Trimont Capital Inc. [the Broker] a Corporation duly constituted in the Cayman
Islands, British West Indies and Images of Life, Inc. [the Company] a duly
constituted Corporation in the state of Nevada, USA, do hereby agree as
follows:
A. The Company hereby employs the Broker and assigns to the Broker the right
on an exclusive basis to obtain commercial financing in the form of common
equity privately placed with investors by means of the sale of treasury stock.
B. The amount of financing applied for hereunder is US $500,000.
C. The Broker hereby acknowledges and allows the full contract terms and
conditions of the investor's equity placement are be on the scope of this
Brokerage to predict to limit. The Company accepts the underwriting
limitation imposed by an investor's judgment or the Company's financial
strength, appraisal or business plan. The sale of stock shall be at the
prevailing free market price as dictated by the quotations posted on the OTC
Bulletin Board.
D. The Company will provide a complete disclosure of its business plan and
financial statements in the standard reporting Form 15C- 211 as defined by the
Securities and Exchange Commission. The Company warrants that all
information provided in its Form 15C-211 is accurate and in the case of any
projections or forward-looking statements has been compiled on the basis of
reasonable information that may exist at the time of its preparation.
E. The Company agrees that all documents given to the Broker for use in
arranging any financing shall be true and correct at the time said materials
are given to the Broker and that they shall remain true and correct through
the closing of any financing. The Broker is permitted and required to report
timely any material changes in the Company's financial position to investors.
F. The Company hereby authorizes the Broker and investors to independently
verify the statements contained in the Form 15C-211.
.
G. As compensation the Broker shall receive 250,000 shares of the Company
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.
H. Fees earned by the Broker shall be paid in four installments, on receipt of
each cumulative total of $250,000 paid the Company.
I. If within twenty four (24) months of the date of this or any extension
thereof the Broker obtains for the Company a private placement financing
totaling or exceeding the sum defined in section B herein, then the Broker
shall have been deemed to have performed this contract.
.
J. The Broker may publish and advertise this funding upon completion.
This agreement is made on the 10th day of January, 1999, at the offices of
Trimont Capital Inc, Georgetown, Grand Cayman, Cayman Islands B. W. I.
FOR Images of Life, Inc.
Witnessed: ____________________
"J. R. Hedges", President
________________________
FOR Trimont Capital Inc.
Witnessed: ____________________
"A. D. Rowe", President
________________________
Amendment #1
Private Placement Financing Agreement
between
Trimont Capital Inc. and
Images of Life, Inc
The Private Placement Agreement between the parties dated 10th January 1999
is hereby amended as follows:
1. Trimont Capital Inc. it is a shareholder of Images of Life, Inc..
2. Through out the document the term "the Broker" shall be replaced by
"Trimont"
3. Item A. of the contract is deleted and replaced with the following:
"The Company agrees to obtain commercial financing in the form of a private
placement of funds from and through Trimont."
This amendment reflects the actions of the parties to the original agreement
since its inception and is made on the 11th day of January, 2000, at the
offices of Trimont Capital Inc, Georgetown, Grand Cayman, Cayman Islands
B. W. I.
FOR Images of Life, Inc.
Witnessed: ____________________
"J. R. Hedges", President
________________________
FOR Trimont Capital Inc.
Witnessed: ____________________
"A. D. Rowe", President
________________________
Exhibit 1 to 10SB
BY LAWS
OF
Images of Life, Inc.
ARTICLE I
OFFICES
The principal office shall be located at 11828 North 75th Lane, Peoria, AZ
85358, County of Maricopa. The Corporation may have such other offices,
either within or without the State of Nevada as the Board of Directors
may designate or as the business of the Corporation may require from time
to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting:
The annual meeting of the shareholders shall be held within two months after
the close of the fiscal year of the Corporation, for the purpose of electing
directors, and transacting such other business as may properly come before
the meeting.
SECTION 2. Special Meetings:
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 (I 0%) of all the
outstanding shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meetings:
The Board of Directors may designate any place, either within or without the
State of Colorado, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A waiver of
notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Colorado, unless
otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
SECTION 4. Notice of Meetings:
Written notice stating the place, day and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is
called, shall unless otherwise prescribed by statute, be delivered not less
than ten nor more than fifty days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
Mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Records:
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper purpose, the
Board of Directors of the Corporation may provide that the stock
transfer books shall be closed for a stated period, but not to exceed in
any case fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least
5 days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any
case to be not more than 3 0 days and, in case of a meeting of shareholders,
not less than IO days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend,
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted,
as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists:
The officer or agent having charge of the stock transfer books for shares of
the corporation shall make a complete list of the shareholders entitled to
vote at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each. Such list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during
the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum:
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
as originally noticed. The shareholders present at a duly organized meeting
may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies:
At all meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting of the Board
of Directors may be had by means of a telephone conference or similar
communications equipment by which all persons participating in the meeting
can hear each other, and participation in a meeting under such circumstances
shall constitute presence at the meeting.
SECTION 9. Voting of Shares:
Each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders.
SECTION IO. Voting of Shares by Certain Holders:
(a) Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe or,
in the absence of such provision, as the Board of Directors of such
corporation may determine.
(b) Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(e) Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
SECTION I 1. Informal Action by Shareholders:
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers:
The business and affairs of the Corporation shall be managed by its Board of
Directors.
SECTION 2. Number, Tenure and Qualifications:
The number of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than three (3). Each director
shall hold office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.
SECTION 3. Regular Meetings:
A regular meeting of the Board of Directors shall be held without other
notice than this By-Law immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings:
Special meetings of the Board of Directors may be called by or at the
request of the President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the
place for holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice:
Notice of any special meeting shall be given at least one (1) day previous
thereto by written notice delivered personally or mailed to each director at
his business address, or electronically. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail so addressed,
with postage thereon prepaid. If notice be given electronically, such
notice shall be deemed to be delivered when the transmission is delivered to
the director. Any directors may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 6. Quorum:
A majority of the number of directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. Manner of Action:
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting
Any action that may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting forth the action
so to be taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies:
Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors though less
than a quorum of the Board of Directors, unless otherwise provided by law.
A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors may be filled by election by the
Board of Directors for a term of office continuing only until the next
election of directors by the shareholders.
SECTION 10. Compensation:
By resolution of the Board of Directors, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a stated salary as director or compensation in the
form of stock in the Corporation or a fixed sum for attendance at each
meeting of the Board of Directors or any combination thereof. No such
payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefore.
SECTION I 1. Presumption of Assent:
A director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered
in the minutes of the meeting or unless he shall file his written dissent
to such action with the person acting as the Secretary of the meeting before
the adjournment thereof, or shall forward such dissent by registered mail 0
to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted
in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number:
The officers of the Corporation shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board. In its discretion, the Board of
Directors may leave unfilled for any such period as it may determine any
office except those of President and Secretary.
Any two or more offices may be held by the same person, except for the
offices of President and Secretary which may not be held by the same
person. Officers may be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office:
The officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently as it may be. Each officer
shall hold office until his successor shall have been duly elected and shall
have qualified, or until his death, or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Removal:
Any officer or agent may be removed by the Board of Directors whenever, in
its judgment, the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights, and such appointment shall be
terminable at will.
SECTION 4. Vacancies:
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for
the unexpired portion of the term.
SECTION 5. Chief Executive Officer:
The Chief Executive Officer (CEO) shall be the principal executive officer
of the Corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and affairs
of the Corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, unless there is a Chairman
of the Board, in which case the Chairman shall preside. He may sign,
with the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to
the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
SECTION 6. President and Vice President/s:
(a) In the absence of the CEO or in event of his death, inability or refusal
to act, the President shall perform the duties of the CEO, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the CEO. The President shall perform such other duties
as from time to time may be assigned to him by the CEO or by the Board of
Directors.
(b) If there is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as determined by
the Board of Directors. If no such rank has been determined,then each
Vice President shall succeed to the duties of the President in order of
date of election, the earliest date having the first rank.
SECTION 7. Secretary:
The Secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more minute books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder;
(e) sign with the CEO certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned
to him/her by the CEO or by the Board of Directors.
SECTION 8. Treasurer:
The Treasurer shall: (a) have charge and custody of and be responsible for
all funds and securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any source whatsoever,
and deposit all such moneys in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected in accordance
with the provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the CEO or by the
Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and
with such sureties as the Board of Directors shall determine.
SECTION 9. Salaries:
The salaries of the officers shall be fixed from time to time by the Board
of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the Corporation.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and employees as
follows:
(a) Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him in
connection with any proceeding to which he may be made a party, or in
which he may become involved, by reason of his being or having been a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of the corporation, partnership, joint venture, trust or enterprise,
or any settlement thereof, whether or not he is a director, officer, employee
or agent at the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged guilty of willful
misfeasance or malfeasance in the performance of his duties; provided that
in the event of a settlement the indemnification herein shall apply only
when the Board of Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of suit, litigation or other proceedings which is
specifically permissible under applicable law.
(c) The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article V.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts:
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may
be general or confined to specific instances.
SECTION 2. Loans:
No loans shall be contracted on behalf of the Corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. Checks, Drafts, etc.:
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits:
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares:
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be
signed by the President and by the Secretary or by such other officers
authorized by law and by the Board of Directors so to do, and sealed with
the corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to
whom the shares represented thereby are issued, with the number of shares
and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate,
a new one may be issued therefore upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares:
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender
for cancellation of the certificate for such shares. The person in whose
name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes. Provided, however,
that upon any action undertaken by the shareholders to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and upon
any shareholders agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the bylaws so long as said agreement is in force
and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January and
end on the 31st day of December of each year.
ARTICLE IX
DIVIDENDS
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 and its Articles of Incorporation.
ARTICLE X
CORPORATESEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words, "Corporate
Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions
of these Bylaws or under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation Act, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 23" Day of September, 1997.
Original signed by
"Mary Writer"
____________________________
Mary Writer, Secretary
EXHIBIT 2 of 10SB
THIS INVESTMENT AGREEMENT ["Agreement"] is made effective as of the 20th
day of January 1999, by and between Richard R. Powell, Glacier Medical LLC, a
wholly-owned subsidiary of Glacier Quest Inc. and Images of Life, Inc.
[hereinafter "IMLF"] a Nevada corporation.
RECITALS
1. Richard R. Powell, is the sole owner of Glacier Medical LLC. Richard R.
Powell owns the patent rights to certain medical safety devices which he
has developed specifically to protect health-care workers against
accidental needle sticks caused by hypodermic needles, infusion needles
and other products used in the administration of intravenous injections
[see Exhibit "A" attached].
2. Richard R. Powell hereby agrees to assign all rights to the aforementioned
patents and any future patents arising as a direct result of the engineering
and research resulting from the development of the medical safety device
concept.
3. Glacier Medical wishes to obtain venture capital to finance the
development and initial production costs for the medical safety devices
and sufficient working capital to support Glacier Medical during this
development phase.
4. Glacier Medical and IMLF desire to enter into an Agreement under which
IMLF is granted, i) the opportunity to earn a thirty five percent [ 35%]
interest in Glacier Medical and ii) the exclusive right to market in Canada
any and all products developed by Glacier Medical, in return for providing
venture capital funding for the development of the Protect a Pal product
and any variation thereof.
5. Powell and Glacier Medical hereby represents and warrants that the
patents and patent applications are in good standing and they have not
previously conveyed or encumbered their interest in the patents. Powell
and Glacier Medical represent that all payments regarding the patents are
current and all obligations due to be performed by Powell and Glacier
Medical have been performed. They further represent that it has the full
right, power, and capacity to enter into this Agreement upon the terms and
conditions herein contained.
6. IMLF hereby represents and warrants that it is a Nevada corporation
engaged in investment in emerging technologies and products and the
marketing of those technologies and products. It further presents and
warrants that it has a full right, power, and capacity to enter into this
Agreement upon the terms and conditions herein contained.
NOW, THEREFORE, in consideration of IMLF's payment [ "good faith payment"]
to Glacier Medical of ten thousand dollars [$10,000] , the receipt and
adequacy of which are hereby acknowledged by Glacier or Medical, and other
mutual promises and covenants set forth in this agreement, Glacier Medical
and IMLF hereby agree as follows:
1. GRANT OF INTEREST
Powell and Glacier Medical hereby grant IMLF the option to acquire a 35%
interest in Glacier Medical for the sum of one million dollars [$1,000,000].
These funds are to be used for the development, testing, evaluation,
application for and securing of patents and FDA approval of the Protect Pal
product including its initial manufacturing costs and general corporate
overhead as defined in the operating budget for stage one and stage two
development [Exhibit "B" attached]. This includes any related products for
the medical industry developed as the direct result of the engineering and
research resulting from the development of the Protect a Pal concept.
2. RIGHTS TO THE CANADIAN MARKET
On receipt of the good faith payment of Powell hereby grants to IMLF the
exclusive right to the sale and distribution Glacier Medical's products in
Canada. This includes the Protect a Pal product and all products that may be
developed incidental to and in conjunction with the design, engineering,
market evaluation, development and testing of the Protect a Pal product.
On receipt of FDA approval Glacier Medical and IMLF shall enter into an
exclusive marketing agreement defining the rights and responsibilities of each
respective party with respect to the Canadian market. The Canadian market
by definition will include all sales in Canada, all sales by made by Canadian
entities to third parties offshore under aid programs or financed by
International Financial Institutions [ IFI ] including but not limited to the
World Bank, the World Health Organization or the United Nations.
The price that IMLF will pay Glacier Medical for to its products will not to
exceed one hundred and twenty [120%] of cost plus applicable shipping and
handling charges.
The term of this marketing agreement shall be for the life of the patents as
defined by the laws of the United States.
3. INVESTMENT SCHEDULE
IMLF interest in Glacier Medical 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. This sum will be paid to Glacier
incrementally, in monthly payments of twenty five thousand dollars [$25,000].
Each such payment will represent a 1.25% interest in Glacier Medical.
Investments shall be made monthly and where possible in a sum not less
than $25,000.
In any such case where by IMLF requests an extension time in which to make
the payment or deferment of such payment for good cause, then Glacier
Medical shall grant such extension of time or deferment upon receipt of a
written request. Such requests will be granted provided IMLF is no more than
four payments in arrears. If arrears exceed four scheduled payments, each
request shall be considered by Glacier Medical on a case by case basis and
Glacier Medical will have the option of granting such request or terminating
the contract in accordance with 6B below.
IMLF may make payments in any amount exceeding the $25,000 monthly
amount at any time and in any amount as may be deemed necessary by
IMLF. In such case were an incremental investment exceeds the $25,000
monthly payment, such additional funding will be made in blocks of $5,000
[unit], and each unit will represent 0.25% interest earned in Glacier Medical.
Stage 2 investments will total five hundred thousand dollars [$500,000] and
represents an additional ten percent [10%] interest in Glacier Medical. 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.
On receipt of payment of each unit, the equity interest represented by that
unit, is deemed to have been earned. Any interest earned by IMLF is not
subject to dilution prior to Glacier Medical going public.
Stage 1 of the investment will begin January 1999 and reach completion upon
when the investment reaches a cumulative total of five hundred thousand
dollars [$500,000]. Stage 2 of the investment will begin no later than 90 days
after the completion of Stage 1.
4. OPERATING MANAGEMENT
Mr. Richard Powell or his designate shall act as project manager overseeing
the development of the Protect a Pal product and any related ventures. IMLF
will provide technical and managerial assistance and monitor project
development on a regular basis. Powell will provide operating budgets, work
plans, and regular progress reports. Powell shall be the sole judge of how to
conduct the development and production of Glacier's products. Glacier may
choose to conduct its marketing in a different fashion than that contemplated
by IMLF in Canada. However, IMLF reserves are right to "piggyback" any
marketing arrangements made by Glacier Medical with international sales and
distribution companies specializing in the medical field for its exclusive use
in the Canadian market.
A management committee shall be formed consisting of one representative
from Glacier Medical and one representative from IMLF. The management
committee shall be responsible for policy decisions that effect product
development or production and shall approve all work plans and budgets
submitted by the operator. So far as possible, all disputes for differences
within the management committee shall be settled by discussion and mutual
agreement. Failing such, each party's representative shall vote that party's
percentage interest, a majority interest prevailing.
5. IMAGES OF LIFE'S INSPECTION RIGHTS
IMLF and its authorized agents and representatives shall have the right at all
reasonable business hours to inspect without interfering with Glacier
Medical's operations Glacier's accounts, all engineering design data and
marketing data, and the premises of all Glacier's contractors and their files
relating to work done for Glacier. Such inspections shall be at by IMLF's
sole risk and expense and IMLF shall hold Glacier harmless from any claims,
demands, liabilities or costs [including attorneys fees] by such agents or
representatives unless such claims, demands, liabilities or costs were caused
by Glacier's employees or contractors.
6. TERMINATION
A. By IMLF
IMLF may terminate this agreement at any time by delivery of written notice to
Glacier Medical, provided that:
i) IMLF shall pay any amounts becoming due within 30 days
following termination of this agreement under this contract;
ii) IMLF shall not be relieved amending obligations accrued
hereunder as of the date of mailing the termination notice;
iii) IMLF shall not be entitled to a refund of any payments for
expenditures made prior to termination;
iv) IMLF shall retain any interest earned as defined in Articles 2 & 3
herein.
v) Glacier Medical shall within or reasonable time after termination
execute and deliver to IMLF a statement of the percentage of
earned interest to be held by IMLF and a waiver of any
additional rights in Glacier Medical, which IMLF shall sign and
return within 30 days.
B) By Glacier Medical
If IMLF has failed in the performance of any obligations hereunder, this
agreement shall not automatically terminate, but rather, Glacier Medical shall
have the right and obligation to notify IMLF of such failure and demand that
the failure be cured. IMLF shall have 30 days from the date of receipt of
such notice in which to cure the failure. If IMLF fails to cure the failure,
then this agreement shall be terminated. In the event of termination IMLF
shall not be entitled to or refund of any payment or expenditures but shall
retain any interest earned as defined in Articles 2 & 3 herein.
7. ARBITRATION
In the event of any dispute arising between the parties to this agreement to
such disputes shall be resolved first by mutual discussion and agreement
failing such they shall be settled in accordance with the rules of the
American Arbitration Association conform to the laws of the state of Arizona.
8. ASSIGNMENT
IMLF shall have the unrestricted right to assign or sell its rights,
obligations and interests under this agreement to any subsidiary, affiliate
or third party.
9. FORCE MAJEURE
The time period for a performance under this agreement shall be extended by
any time or times that a party is prevented from such performance by factors
beyond its control including, but not limited to, acts of God shortage of
supplies or labor, acts of governmental bodies, including delays in obtaining
permits. The party declaring a condition of force majeure shall give the
other party written notice of the start and cessation of each period of
point force majeure. The party giving notice shall use its best efforts
to remove any event of force majeure.
10. CONFIDENTIALITY
IMLF shall treat all data, reports, records, and other information relating
to product development and design as confidential. This provision shall not
prevent by IMLF from disclosing information otherwise confidential to
potential assignees or buyers, investment consultants such assignees,
buyers, or consultants agree in writing to keep such information
confidential to nor shall it prevent IMLF for making a timely disclosure
as may be required from time to time by regulatory bodies having
jurisdiction thereover, nor for making public announcements, provided that
IMLF shall provide to Glacier Medical copies of the information to be
released within a reasonable time, prior to the release.
11. GOVERNING LAW
The law governing this contract shall be the laws of the state of Arizona.
12. NOTICE
Notices hereunder shall be in writing and delivered by prepaid certified,
registered mail, or independent courier service with a return receipt
requested effective when mail and addressed as follows:
Images of Life, Inc. Images of Life Inc.
12620 East Calle Mia
Tucson, Arizona
85749
Glacier Medical LLC Glacier Medical LLC
13014 North Dale Mabry
Suitet 319
Tampa FL
33618
WHEREFORE, the parties have executed this agreement and as of the date first
above written,
For Images of Life Inc. for Glacier Medical LLC,
Original Signed by: Original Signed by:
"J. R. Hedges" "Richard R. Powell"
J. R. Hedges, President Richard R. Powell, President
EXHIBIT 6.1 - 10SB
INVESTMENT AGREEMENT
Page 4 of 7
April 1st ,1999
Mr. John R. Hedges.
12620 East Calle Mia
Tucson, AZ
85749
Dear Sir,
RE: MANAGEMENT CONTRACT FOR IMAGES OF LIFE INC.
The following letter agreement sets out the terms of engagement and
compensation structure for the supply of management services and
maintaining office facilities for IMAGES OF LIFE, INC. (the "Company").
1.0 The Nature of the Engagement
Images of Life, Inc. has recently begun to fund the development of a unique
anti needle stick protection device under development by Richard R. Powell
and Glacier Medical. You have been providing management services to the
Company since December of 1998 without compensation and recognising the
Company requires continued management services to oversee its investment and
to take an active role in product development and provide management advice
to the various products and companies it is supporting financially, the
Board of Directors hereby engages John R. Hedges to provide those
services under the following terms.
2.0 The Task
The Management Services to be under this agreement will include:
i. Serving in the capacity of President of Images of Life, Inc.
ii. Monitoring all investments made by the Company, providing technical and
financial overview as to the state of these investments and progress made in
the development of the products supported and the expectations the Company
may have in realizing on its investments. Making periodic progeress reports
to the Board of Directors and the Shareholders.
iii. Developing Business Plans, corporate documents, filing of all required
documentation and tax submissions, maintaining all current financial records
iv. Interfacing with regulatory agencies, brokerage firms and market makers
as required
v. Preparing all press releases an public announcements.
vi. Arrange Financing for the Company's investrments when required.
vii. Engaging all specialist consultants such as accountants, lawyers,
public relations consultants, an technical specialists as required.
You are authorised to do anything which is reasonably necessary either to
carry out services and to comply with any applicable laws, rules,
regulations, authorisations, consents, or practice as may be
reasonable and (or) appropriate.
3.0 Fees for Services Rendered
In consideration of the services to be performed under this letter, it is
agreed that the Company will pay the following:
i. Monthly Payments: A monthly fee/retainer of US $5,000 payable on the
fifteenth day of each month, and beginning in the month of May 1999. You
agree to work a minimum of 5 days per month directly on behalf the Compnay
as mutually agreed. In the event that Mercantile works less than the 5 day
per month minimum, the work in progress fee would be reduced by US $1,000
for every day worked per month less than 5. Note that we forecast our input
and advisory services will equate to roughly 90 to 120 principal man-days
over the next 9 months in order to get the Project through bankable
feasibility and production financing.
ii. "S" Script: In the event that the Company fails to make the Monthly
Payment defined above it may issue shares in the Company in the amount
equivalent to the value of payment missed valued on the closing price of the
15th day or nearest trading day of that month. You shall have 12 months
from the date of the missed payment to elect to take that payment in "S'
Script.
iii. Stock Options: The Company will grant you the option to acquire
180,000 shares at a strike proce of $1.00 each (the option). This option
shall be valid for a period of 60 months from the date of granting and can
only be exercised on receipt of audited statements that the Company is
generating positive cash flow from sales.
4.0 Expenses
In addition to the monthly retainer, the Company will pay any reasonable
expenses as they relate to,
i. Normal and administrative costs such as telephone, fax, courier, mailing,
copying or secretarial expenses as at your own discretion may deem required
in order to undertake the task in a timely and professional manner.
ii. Normal travel expense for legitimate and approved travel at business
class rates, such expenses to include airfare, transportation to and from
airports, appropriate rental car service, accommodation in Business Class
Hotel, meals, and other miscellaneous costs such as tipping and refreshments.
iii. Entertainment expenses while participating or with actual or
prospective clients of the Company, actual or prospective consultants to
the Company, or representatives of organisations or bodies that have or may
have a determining influence on the achievement of the Business Plan.
You shall maintain records of all outstanding invoices and receipts for
out-of-pocket expenses to be paid for review and audit.
5.0 Appointment
Your appointment under this letter was effective December 1st 1998.
Compensation will commence May 1999.
6.0 Termination
This engagement may be terminated on 30 days notice in writing. The
provisions of this letter relating to the payment of fees and expenses and
indemnities, together with any outstanding obligations of either party,
shall survive any such termination.
7.0 Governing Law
This letter is governed by and shall be construed in accordance with the laws
of the State of Arizona and any disputes shall be decided by arbitration
under the rules of the American Arbitration Association. The prevailing
party in any disputes shall be awarded reasonable attorneys' fees and costs.
On behalf of the Board of Directors of Images of Life, Inc.
Original Signed By
"Richard R. Powell"
____________________________________
Richard R. Powell, Director
Agreed and accepted:
Original Signed By
"John R. Hedges"
_______________________________
John R. Hedges
Date: April 2nd 1999
EXHIBIT 6-2 10SB
Page 3 of 3
EXHIBIT 6-2 10SB
Page 1 of 3
IMAGES OF LIFE, INC.
(A Development Stage Company)
AUDITED FINANCIAL STATEMENTS
Period From May 1, 1998 to December 31, 1999
Images of Life, Inc.
(A Development Stage Company)
AUDITED FINANCIAL STATEMENTS
December 31, 1999
CONTENTS
Page
INDEPENDENT AUDITORS' REPORT . . . . . 1
FINANCIAL STATEMENTS:
BALANCE SHEETS . . . . . . . 2
STATEMENTS OF OPERATIONS . . . . . 3
STATEMENTS OF STOCKHOLDERS' EQUITY . . . 4
STATEMENTS OF CASH FLOWS . . . . . 5
NOTES TO FINANCIAL STATEMENTS . . . . . 6
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Images of Life, Inc.
Tucson, Arizona
We have audited the accompanying balance sheet of Images of
Life, Inc., (a development stage company) (the "Company"),
as of December 31, 1999 and the related statements of
operations, cash flows and stockholders' equity for the
period from May 1, 1998 through December 31, 1999. These
financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
The financial statements for the period September 23, 1997
(inception) through April 30, 1998 were audited by other
auditors whose report dated June 23, 1998 expressed an
unqualified opinion.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Images of Life, Inc. as of December 31, 1999,
and the results of its operations and its cash flows for
the period from May 1, 1998 to December 31, 1999 in
conformity with generally accepted accounting principles.
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.
On the statements of operations and cash flows, a
cumulative column is presented for the period September 23,
1997 (date of inception) through December 31, 1999 in
accordance with SFAS No.7. The statements of operations
and cash flows for the period September 23, 1997 (date of
inception) through December 31, 1999 have been compiled by
us. We did not audit or review those financial statements
and, accordingly, express no opinion or other form of
assurance on them.
Tucson, Arizona
March 2, 2000
BALANCE SHEETS
December 31, April 30,
1999 1998
ASSETS
Current Assets - Cash $ 33,846 $ 242
Total Current Assets 33,846 242
Investment in Start Up Business 195,000
Other Assets 2,768 1,768
TOTAL ASSETS $ 231,614 $ 2,010
LIABILITIES & STOCKHOLDERS EQUITY
Liabilities
Current Liabilities
Accounts Payable $ 1,900 $ 1,400
Total Current Liabilities 1,900 1,900
Commitments And Contingencies - Note 3
Common Stock$0.001 par value;
15,000,000 shares authorized;
9,665,000 and 5,000,000 shares issued
and outstanding as at December 31,
1999 and April 30, 1998
respectively 2,165 5,000
Additional Paid In Capital 336,798 67,305
Accumulated Deficit (109,249) (71,695)
TOTAL STOCKHOLDER'S EQUITY 229,714 610
TOTAL LIABILITIES &
STOCKHOLDER'S EQUITY $ 231,614 $ 2,010
The accompanying notes are an integral part
of these Financial Statements
STATEMENT OF OPERATIONS
Cumulative
For the
Period From
September 23, Period From
1997 (Date of September 23
Inception) to Period From 1997(Date of
December 31, May 1, 1998 Inception)to
1999 December 31 April 30,
(unaudited) 1999 1998
REVENUES- development stage only
From Operations $ 712 $ $ 712
Cost of operations 5,765 5,765
Gross Profit (5,053) (5,053)
Other Income 3,500 3,500
(1,553) 3,500 (5,053)
EXPENSES
Compensation 16,844 4,000 12,844
Consulting - Note 4 39,500 35,000 4,500
Web-site Development 15,000 0 15,000
Marketing &
Advertising 10,000 0 10,000
Investment Banking 15,000 0 15,000
General & Admin. 11,314 2,016 9,298
Other 38 38 0
107,696 41,054 66,642
LOSS FROM OPERATIONS (109,249) (37,554) (71,695)
Provision for Income
Taxes - Note 6 0 0 0
NET LOSS $(109,249) $(37,554) $(71,695)
BASIC EARNINGS PER SHARE:
Net Loss per Share $(0.016) $(0.005) $(0.014)
Weighted Average
Shares Outstanding 6,937,000 7,637,000 5,000,000
DILUTED EARNINGS PER SHARE:
Net Loss per Share $(0.016) $(0.005) $(0.014)
Weighted Average
Shares Outstanding 6,937,000 7,637,000 5,000,000
STATEMENT OF STOCKHOLDERS EQUITY
Deficit -
Accumulated
Addit'l During
Common Stock Paid-In Development
Shares Amount Capital Stage .
Balance at 9/23/97(inception)
Shares Issued for
Cash in Public
Offering net $6125
(offering cost) 1,500,000 $1,500 $67,305
Common Stock Issued
for Services 3,500,000 3,500
Net Loss-9/23/97
to 4/30/98 . . . $(71,695)
Balance at
4/30/98 5,000,000 5,000 67,305 (71,695)
Other Capital Expenses Paid by Shareholders
Shares received 1/22/99
Previously recorded
as expense (3,500,000) (3,500)
Shares Issued to
Shareholders under a
six for one split 7,500,000
Shares issued for
Services rendered the
Company 400,000 400 3,600
Shares Issued for
Cash Note - 5 265,000 265 264,735
Net Loss for Period . . . (37,554)
5/1/98 to 12/3199
Balances at 12/31/99 9,665,000 $2,165 $336,798 $(109,249)
STATEMENTS OF CASHFLOWS
Cumulative
For the
Period From
September 23, Period From
1997 (Date of September 23
Inception) to Period From 1997(Date of
December 31, May 1, 1998 Inception)to
1999 December 31 April 30,
(unaudited) 1999 1998 .
CASH FLOW FROM OPERATIONS
- -Net Loss $(109,249) $ (37,554) $ (71,695)
- -Adjustments to reconcile
net loss to cash from
operating activities:
-Other Income from
Exchange of personality
for Common Stock (3,500) (3,500)
-Expenses paid by
Stockholders 1,158 1,158
Amortization 232 232
Stock for services 7,500 4,000 3,500
Changes in Assets & Liabilities:
- -Other Assets (3,000) (1,000) (2,000)
- -Accounts Payable 1,900 500 1,400 .
(104,959) (36,396) (68,563)
CASH FLOWS FROM INVESTING ACTIVITIES
- - Investment in Start
Up Business (195,000) (195,000) .
(195,000) (195,000)
CASH FLOWS FROM FINANCING ACTIVITIES
- -Proceeds from issuance of
common stock net
issuance costs 330,805 265,000 68,805
Increase In Cash 33,846 33,604 242
Cash at Beginning
of Period 0 242 0
Cash at End of
Period $ 33,846 $ 33,846 $ 242
The accompanying notes are an integral part
of these Financial Statements
IMAGES OF LIFE,INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 1 - NATURE OF OPERATIONS, SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES,
USE OF ESTIMATES
NATURE OF OPERATIONS
Images of Life, Inc. (the Company) was incorporated in the
State of Nevada on September 25, 1997. The Company is in
the development stage.
The Company was originally formed to manufacture and
distribute various products for retail distribution through
novelty and other retail stores. The Company has abandoned
these efforts.
The Company is currently investing in a start-up company
that is developing a medical supply product for use in the
medical field, primarily by hospitals, but usable by other
medical practitioners. This start-up company has certain
patents pending.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed by the Company and the
methods of applying those policies, which materially affect
the determination of its financial position, results of
operations, or cash flows are summarized below.
Cash and Cash Equivalents - The Company considers all
highly liquid investments, having a maturity of three
months or less when purchased to be cash equivalents.
Revenue Recognition - Revenue is recorded when
products are delivered and accepted by the customers.
Income Taxes - The provision for income taxes includes
deferred income taxes resulting from temporary
differences in the recognition of certain income and
expense items for financial reporting purposes in
different periods than for tax purposes.
Non-Cash Common Stock Issuances - Shares of common
stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or
assets received in exchange.
Fair Value Of Financial Instruments - The carrying
amounts for cash, receivables, and accounts payable
approximate their fair value due to the short maturity
of these instruments. It is not practicable to to
measure the fair value of the investment in start-up
business due to the non-marketability of this
investment.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles, requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and the
disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ significantly from those estimated.
Material estimates that are particularly susceptible to
significant change in the near-term relate to the
determination of the collectability of receivables and
advances, estimated liabilities for litigation settlements
and disputed claims, the valuation allowance for deferred
tax assets, and the amortization period for deferred
marketing costs.
NOTE 2 - INVESTMENT IN START-UP BUSINESS
The Company entered into an agreement dated January 20,
1999 with Glacier Medical, LLC (Glacier) to provide funding
for research and general and administrative costs in
Glacier's efforts to develop a medical supply product. The
Company's total commitment to fund Glacier is $1,000,000.
If totally funded the Company will receive a 35% interest
in Glacier. For the first $500,000 of funding, the Company
receives a 1.25% interest for each $25,000 funded. For the
last $500,000 of funding, the Company receives a 2.00%
interest for each $100,000 funded.
The investment in Glacier Medical, LLC is stated at cost.
In Management's opinion there is no permanent impairment to
the value of this investment at this time, although this
assessment of impairment could change in the near term and
be material.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
On January 12, 2000 the Company entered into an agreement
to purchase marketing services for the twelve months
following signing of the agreement. The vendor will be
paid in Company shares. The agreement calls for a total
payment of 900,000 shares to be paid as progress is made,
contingent upon the satisfaction of each party.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company compensates the Chairman of the Board for
consulting services he provides to the Company in the
amount of $5,000 per month. These services are performed
on a month-to-month basis and may be terminated at any time
by either party.
IMAGES OF LIFE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 5 - COMMON STOCK TRANSACTIONS
On January 20, 1999 the Company entered into a "Private
Placement Funding Agreement" with Trimont Capital, Ltd. of
the Grand Cayman Islands to provide the Company with
capital funding. Trimont Capital, Ltd. has committed to
purchasing 500,000 shares of the Company's stock at $1.00
per share. Upon reaching $250,000 the Company will issue a
stock certificate of 250,000 shares to Trimont. For
purposes of the earnings per share calculation, the shares
were treated as outstanding during 1999. Trimont had
provided $265,000 by December 31, 1999.
NOTE 6 - PROVISION FOR INCOME TAXES
There is no current or deferred income tax benefit for the
periods ended December 31, 1999 and April 30, 1998.
At December 31, 1999 the Company has unused net operating
losses of approximately $118,000 expiring from 2018 through
2020. No deferred tax asset has been recorded as the
Company has provided a valuation allowance in the full
amount of the benefit until such time as deferred tax
liabilities are realized or future earnings are considered
likely.
The deferred tax consequences of temporary differences in
reporting items for financial statement and income tax
purposes are recognized, if appropriate. Realization of
the future tax benefits related to the deferred tax assets
is dependent on many factors, including the Company's
ability to generate taxable income within the net operating
loss period. The Company has considered these factors in
reaching its conclusion as to the valuation allowance for
financial reporting purposes.
IMAGES OF LIFE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
NOTE 7 - EARNINGS PER SHARE
Earnings per share are calculated in accordance with the
Statement of Financial Accounting Standards ("SFAS") No.
128 "Earnings Per Share". The following is a
reconciliation of the numerator and denominator of the
basic and diluted per share computations for the periods
ended:
December 31, April 30,
1999 1998 .
Basic:
Net loss applicable to common
stockholders $ (37,554) $ (71,695)
Weighted shares 7,637,000 5,000,000
Basic loss per share $(.005) $(.014)
Diluted:
Net loss applicable to common
stockholders $ (37,554) $ (71,695)
Weighted shares 7,637,000 5,000,000
Diluted shares outstanding 7,637,000 5,000,000
Diluted loss per share $(.005) $(.014)
NOTE 8 - STOCK SPLIT
On January 22, 1999 the Company's Directors authorized a 6
for 1 stock split, thereby increasing the number of issued
and outstanding shares to 9,000,000. The number of shares
reflected in the April 30, 1998 financial statements have
not been restated since such restatement would cause the
number of outstanding shares to exceed the number of
authorized shares.
NOTE 9 - GOING CONCERN
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. 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. In
addition, it is entirely dependent upon raising working
capital from its stockholders. Management's plans include
raising an additional $235,000 from its stockholders,
through the efforts of Trimont Capital, Ltd., and to
receive cash flow from Glacier Medical, LLC. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
NOTE 10 - STOCK OPTIONS
The Company issued options to board members who are
shareholders and to the majority member of Glacier Medical,
LLC totaling 300,000 shares of the Company's common stock
exercisable at $1 per share. These options are exercisable
upon certain future events happening, approval is required
of the Board. There is no dilutive effect as of December
31, 1999.
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