GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(g) of The Securities Exchange Act of 1934
Images of Life, Inc.
State of Incorporation: Nevada EIN: 86-0895997
Principal Executive Offices
111 Richmond Street West - Suite 420,
Toronto, Ontario M5H 2G4, Canada
Telephone : (416) 366-2856
Fax: (416) 366-8179
Operating Office
12620 East Calle Mia,
Tucson, Arizona, 85749-9316
Telephone : (520) 749-0730
Fax: (520) 749-0746
Securities to be registered under Section 12(g) of the Act
9,685,000 shares of Common Stock to be registered on the
NASD 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. There is a
clear need to understand the need for safety here. Needle
sticks provide the greatest single risk of exposure to
infectious and often fatal disease for medical personnel.
This is not a North American phenomenon. According to "The
Daily News" of Melbourne Australia,
"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 June 30th, 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. As
of June 30th 2000 the Company had issued a total of
9,685,000 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.
<TABLE>
<S> <C> <C> <C>
Title & Name and Address Amount and Percent
Class of Beneficial Holder Nature of of Class
Beneficial
Holder
Common William Marshall<F1> 2,260,000 23.38%
13027 Via Latina Restricted
Del Mar, CA 92014
Common Jayne Romyn 1,800,000 18.62%
2959 Chestnut,
Long Beach, CA 90805
Common Brenda Burd<F1> 1,800,000 18.62%
12745 Via Donada,
Del Mar, CA, 92014
Common CEDE & Co. 519,500 5.37%
P.O. Box 222,
Bowling Green Station,
New York, NY 10274
Total 6,379,000 66.00%
<FN>
<F1> former Officer and Director
</FN>
</TABLE>
As of June 30th 2000, management held no direct or indirect
interest in the Corporation. A total of 300,000 options,
have been granted Directors and Officers. No warrants or
other considerations other than that described in the
section on executive compensation have been granted.
<TABLE>
ITEM 5. EXECUTIVE OFFICERS AND MEMBERS OF THE BOARD OF
DIRECTORS
<CAPTION>
<S> <C> <C> <C> <C>
Name Address Age Positions Director
Held Since
John R. Hedges 12620 East 51 President, 11/1998
Calle Mia, Treasurer and
Tucson, AZ., Director
85749
Karen C. Hedges 855 McQuay 43 Secretary 11/1998
Unit 17, & Director
Whitby, ON,
Canada,
L1P 1L8
Richard Powell 1906 Van Dyke 35 Director 11/1998
Tampa, FL
33549
</TABLE>
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.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
Name & Salary Bonus Other Restr- Securities LTTP
Principal icted Underlying Payout
Position Stock Options<F2>/SAR
<S> <C> <C> <C> <C> <C> <C> <C>
Year ($) ($) ($) ($) ($) ($)
John R. 1998 0 0 0 0 0 0
Hedges 1999<F1> 0 0 35,000 0 180,000 0
President
Treasurer
Karen C. 1998 0 0 0 0 0 0
Hedges 1999 0 0 0 0 40,000 0
Secretary
Richard R. 1998 0 0 0 0 0 0
Powell 1999 0 0 0 0 40,000 0
Director
William C. 1998 0 0 0 4,000 0 0
Marshall 1999 0 0 0 0 0 0
President
<FN>
<F1> from June 1st 1999 under the Management
Contract with J. R. Hedges.
<F2>Options cannot be exercised until Company
shows cash flow from sales
</FN>
</TABLE>
No other compensation has been paid to any director or
officer of the Company. 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 06/30/00 - 9,685,000 common shares
Authorized 15,000,000 common shares at a par value $0.0001
per share.
As of June 30th 2000, a total of 9,685,000 shares had been
issued of which 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 $255,000 and was under obligation to issue
250,000 shares of restricted stock. On completion of the
financing Trimont will own 500,000 shares or less than 5% of
the issued and outstanding stock. In order to satisfy its
budgetary needs, it is likely that the Company will have to
enter into another funding agreement during the next year
that will require a further issue of stock.
PART II
ITEM 1: MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's securities were cleared for trading on the
NASD electronic bulletin board on 28th of January 1998 and
began trades on the 25th of August 1998. Prior to that time
they were not traded on any public exchange. A new
Transfer Agent, Pacific Stock Transfer of Las Vegas, Nevada
was appointed, in December of 1998 replacing General
Securities Transfer of Albuquerque, New Mexico. Active
trading began In April of 1999. A history of these trades is
provided in the following table.
Quarter Year High Low Close Volume
($/sh) ($/sh) ($/sh) (# shares)
Q2 1999 4.375 2.875 4.250 59,900
Q3 1999 5.000 3.370 3.620 151,600
Q4 1999 5.500 3.500 5.250 1,100,100
Q1 2000 5.375 1.500 3,000 68,600
Q2 2000 3.250 1.750 1.750 37,500
Approximately 500,000 shares traded in the forth quarter
1999 were transfers to CEDE & Co. As of June 30th, 2000
there were 376 shareholders in the company. Of the total of
9.685 million shares, 4,060,000 million shares or 43% are in
the hands of the former Officers and Directors of the
Company. 2,510,000 shares of that stock or 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.
July 5th, 2000 By _________________________
J. R. Hedges
President
- 1 -
