<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Form 10-SB
General Form for Registration of Securities of
Small Business Issuers
Under Section 12(b) of (g) of the Securities Exchange Act of 1934
Medical Resources Technologies, Ltd.
(Name of Small Business Issuer in its charter)
Nevada 91-1715373
------------------------ ---------------------------------
(State of Incorporation) (IRS Employer identification No.)
708 East-1100 South, Saint George, Utah 84790
- --------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
801-741-7003
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Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
------------------- -------------------------------
None N/A
- -------------------------- -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.007 par value
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(Title of class)
<PAGE>
Part 1.
Item 1. Description of Business
Medical Resources Technologies, Ltd., a Washington corporation (the
"Company") was formed in the State of Washington in February, 1996, The Company
was merged into a Nevada corporation, Ucap, Inc. which was formed on February
25, 1991. Ucap, Inc. was originally created as Amalgamated Oil & Mining
Corporation, a Utah corporation which changed its name to Ucap, Inc. Ucap,
Inc., Utah was then merged into Ucap, Inc., a Nevada corporation on December 3,
1991. The corporation was inactive for many years, and its acquisition of
Medical Resources Technologies, Ltd. was its method of reactivating the
companies business interests. Medical Resources Technologies, Ltd., was merged
into Ucap in May of 1996, and the company name of Ucap was changed to Medical
Resources Technologies, Ltd. as part of the merger documents. There have been
no bankruptcy proceedings involving any of the companies. The company is in the
process of developing into a specialized medical technology provider. One of
the technologies under consideration is the development and marketing of a 3D-
color endoscope. The endoscope is widely used as primary surgical and
diagnostic tool by medical providers worldwide. The Company is in the final
stages of acquiring worldwide rights for the marketing and distribution of this
technology. As part of its ongoing efforts, the Company is currently, and will
continue to evaluate and review other medical technologies that have market
potential. The Company is dedicated to finding and bringing to market emerging
medical technologies that will meet the needs of the constantly changing
industry. As of the date of this Registration Statement, the Company has not
acquired any of the above companies.
Between August , 1997 and September, 1997, the Company conducted a
private placement of 25 Units ("Units") of its securities, each Unit consisting
of a note in the amount of $11,000 plus 10,000 shares of the common stock of the
Company and a warrant to purchase an additional 10,000 shares of common stock of
the Company at a price of $2.00 per share. The warrants are exercisable for a
period of two years from the date of issue, but not later than September 1,
1999. All sales of Units in the private placement were made pursuant to Rule 504
under the Securities Act of 1933. In that offering, the Company sold 25 Units at
a price of $11,000 per unit for the gross proceeds of $275,000. Proceeds from
the sale of the Units were applied towards working capital.
The Company's executive offices are located at 708 East-1100 South, Saint
George, Utah 84790: telephone number (801) 741-7003.
Business of the Issuer
- ----------------------
General
The focus of the Company will be on the expansion of its inventory of
marketable products through the acquisition of new technologies. The Company
will also focus on technologies with discernable commonalities. This will enable
the Company to create an economy of scale in obtaining of FDA approvals and the
development, engineering , manufacturing and marketing. The market for new and
better technologies in the healthcare industry is dynamic and constantly
expanding. The ongoing and expanding need to increase diagnostic and
therapeutic capabilities has, and will continue to exceed industries ability to
meet the demand. Additionally, the need for better and more cost effective
means of providing healthcare will always be a primary factor for any market.
In an effort to satisfy some of the existing demands, the Company will continue
to look for and evaluate technologies that will meet needs and capabilities of
the Company and the constantly growing and expanding market.
The Companies strategic plan is to find existing technologies that need the
resources and expertise to bring them to market. Working directly with the
inventor, the Company will provide the means and capability to accomplish that
goal. It is also the strategy of the Company to work directly with the inventor
and allow them to maintain a sense of ownership and growth with the Company.
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<PAGE>
PRODUCTS AND SERVICES
The Company, as part of its operational and marketing strategy, will focus
primarily on innovations that have proven capability and existing applications.
The primary source of new products will be through the acquisition of
technologies that need resources, expertise, manufacturing, marketing,
distribution and FDA approval. With the Companies extensive background,
experience and expertise, it is ideally suited to the development and
distribution of medical technologies and equipment.
Competition
The Company realizes that there are numerous other companies involved in
the development and distribution of medical technologies and equipment, and
there is no guarantee that the Company will be successful in its endeavor since
the Company has limited resources. However, the Company feels that through its
participation with the inventors and distributors of the technologies and
equipment it will be able to offer its products at a competitive level.
As with any market the competition for market shares are aggressive and
competitors are numerous. The competition range from small companies to some of
the largest corporations in the world. The Companies strategy of working with
and partnering with the inventor is however somewhat unique. Inventors of
medical technologies want options or choices. The Company provides them with an
additional choice in the development and promotion of their technology. The
Company offers the inventor a unique and viable option that can help move their
idea and vision from concept to reality.
Customers
At present, the Company has not established any relationships. When and if
such relationships are established, the Company's related revenues will be
primarily generated from contract sales of its equipment.
Employees
As of the date of the Registration Statement, the Company employs four
persons consisting of its four executive officers. None of these employees are
represented by a union or subject to a collective bargaining agreement. The
Company has not experienced a work stoppage and the Company believes that its
relationship with its employees is good.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock as of May 1, 1998 by (i) each person who
is known by the Company to be the beneficial owner of more than five percent
(5%) of the issued and outstanding shares of Common Stock, (ii) each of the
Company's directors and executive officers and (iii) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------
<S> <C> <C>
Richard Wedig (1) 678,571 33.28
All officers and directors as a group 731,429 35.88
</TABLE>
- -----------------------
(1) Richard Wedig
708 East-1100 South
Saint George, Ut. 84790
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<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons
Set forth below are the directors and officers of the Company.
<TABLE>
<CAPTION>
Name Age Position
- --------------- --- ---------------------------------------
<S> <C> <C>
Richard Wedig 50 President and Director
Steven Bramwell 54 Vice-president and Director
Robert Bodine 50 Secretary-Treasurer and Director
Terry L. Phipps 53 Vice-president and Director
</TABLE>
RICHARD G. WEDIG (President-Chairman of the Board) has been the
president and a director of Medical Resources Technologies, Ltd, since its
merger with UCAP, Inc in 1996. Mr. Wedig has extensive experience in clinic and
hospital administration.
While with the USAF (1968-1972) Mr. Wedig received training as a Physicians
Assistance and Life Support Systems. After leaving the air force in 1972 he
started his own business consulting company. His company worked in the areas of
general business management and later upon completing his degree in business
administration started specializing in medical practice management.
In 1980 Mr. Wedig joined a hospital management company as a hospital
administrator. While he was with the management company he was responsible for
hospitals in Utah, Nevada and North Dakota.. He left the hospital management
company in 1981 and started his own consulting company ( Wedig Consultants) in
the Phoenix area. He specialized in the areas of practice evaluations, design,
development and operation of medical clinics and health care organizations.
Additionally, he has hands on experience in mergers and acquisitions. Mr.
Wedig, while he was in the Phoenix area, formed a partnership that built, owned
and operated several clinics in the Phoenix, Arizona and Seattle, Washington
areas.
In 1990 Mr. Wedig went to work for Highline Hospital as an associate
administrator in charge of the design and implementation of physician
recruitment and retention programs for the hospital administrator. He has
developed practice management programs on a national basis.
From 1993-1995 Mr. Wedig served as CEO/Administrator of the Washington
Orthopedics and Sports Medicine, in Kirkland, Washington. This practice
consisted of five orthopedic surgeons, three sports medicine specialists, and
two physicians assistants. Upon completion of his contract with the group he re-
established his consulting practice until setting up Medical Resources
Technologies, Ltd. in 1996.
Mr. Wedig has written several books and articles on various health care
issues and provides management-training programs to health care professionals
throughout the United States and Russia.
In 1995 Mr. Wedig worked with a company which developed new surgical
equipment. He was involved in the market development of the surgical equipment
and set up the Beta test sites for the new equipment. He traveled to Russia
several times working with two medical schools which were interested in the new
equipment and expanding their medical school to American medical students. He
served as an Adjunct Dean for International Medical Programs for the St.
Petersburg State Pediatric Medical Academy.
STEVE T. BRAMWELL, M.D.(Medical Director, Vice-president and Director)Dr.
Bramwell specializes in orthopedic surgery and sports medicine.
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<PAGE>
Dr. Bramwell received his undergraduate degree from the University of
Washington in 1971 in Economics. He completed his medical degree from the
University of Washington in 1974. He completed his postgraduate training in
Orthopedic Surgery in 1976.
Dr. Bramwell served as a Director of Division of Sports Medicine,
University of Washington from 1977 to 1981. During this time he also served as
Assistant Professor of Orthopedic Surgery. He has served as the team physician
and orthopedic surgeon for the athletic teams at the University of Washington
since 1977.
Dr. Bramwell also serves as a diplomat on the Board of American Academy of
Orthopedic Surgeons and the National Board of Medical Examiners. Dr. Bramwell
is a nationally known surgeon and has written many articles for medical
publications and has given numerous lectures and presentations. He has
participated in several seminars which he conducted for professors and
department heads at medical schools in St. Petersburg, Russia, and has made
special trips to the Philippines to participate in the training of medical
personnel on various surgical procedures.
Dr. Bramwell has designed and managed a multi specialty clinic and
currently owns an orthopedic medical practice in Kirkland, Washington. In 1996,
he and three others set up the Sports Medicine Institute which specializes in
the rehabilitation of post surgical patients and accelerated training of amateur
collegiate and professional athletes.
ROBERT A. BODINE (Secretary/treasurer and Director) Mr. Bodine has over
thirty years experience in management and operations. His experience includes
work on both the national and international level, including work with several
major international corporations and organizations.
Mr. Bodine founded a consulting company in 1985, after he returned from
Saudi Arabia. His company specialized in the development of human resource
programs and systems on a national and international basis. His clients range
from healthcare to mining in the areas of compensation, benefits, recruitment,
safety, labor, manpower planning, training and management development,
organization analysis and employment law.
In 1983 Mr. Bodine worked for National Medical Enterprises in Saudi Arabia
as administrator of management services. He was responsible for the development
of a five year one-billion dollar health care project employing over 7000
persons. He has extensive experience in the development and operation of
medical clinics, surgical centers, hospitals and other health care related
operations. After completing his assignment with NME, he returned to the United
States where he established his consulting company in 1985. Mr. Bodine has
worked with several major health care corporations such as LifeMark and INA
Healthplans. From 1979 to 1983 he was responsible for the development and
management of entire human resource systems to include, recruitment, training
and development, organizational analysis, compensation and benefits, labor
relations and all other human resource functions. As a direct result of Mr.
Bodine's efforts the organization has been able to realize dramatic increases in
production, quality and the bottom line. His experience included work with both
private and governmental agencies.
Mr. Bodine has been a featured speaker at several conferences and
conventions. He has been teaching management courses on a part-time basis at
the University of Arizona since 1995. He has recently authored a book on
quality and organizational excellence.
Mr. Phipps has extensive experience in sales and marketing for Radiology
(member AHRA-American Healthcare Radiology Administrators) and twelve years
experience in pharmaceutical sales and sales training. Mr Phipps has a deep
financial background. He was a former stockbroker and bond principal with a
regional Denver Co. firm. He also has held licenses in Life/Accident and Health,
property and casualty insurance.
He is currently enrolled in an MBA program at California Coast University.
-5-
<PAGE>
Family Relationships
There are no family relationships among any of the officers or directors.
Involvement In Certain Legal Proceedings
None of the officers or directors of the company have been involved in any
operation that resulted in the filing of a bankruptcy.
Further, none of them have been convicted of any criminal proceeding, nor
are the subject of any pending criminal proceeding.
None of them have been the subject of any prohibition of injunction
involving any type of business, securities or banking operation, nor found by
any court to have violated any federal or state securities or commodity laws.
Item 6. Executive Compensation
Cash compensation of Executive Officers. The following table sets forth
the cash compensation paid by the Company to its Chief Executive Officer and to
all other executive officers for services rendered during the fiscal year ended
December 31, 1997.
<TABLE>
<CAPTION>
Other Annual
Name and Position Year Salary Bonus Compensation
- --------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Richard Wedig 1997 $5,000 -0- -0-
Steven T. Bramwell 1997 -0- -0- -0-
Robert Bodine 1997 -0- -0- -0-
Terry L. Phipps 1997 -0- -0- -0-
</TABLE>
The Company intends to begin paying salaries to its executive officers at such
time as it commences revenue producing operations.
Compensation of Directors. At the present time, directors receive no
compensation for serving as directors of the Company. However, the Company may
in the future begin to compensate its non-officer directors. All directors
receive reimbursement for out-of -pocket expenses in attending Board of
Directors meetings. From time to time the Company may engage certain members of
the Board of Directors to perform services on behalf of the Company and will
compensate such persons for the services which they perform.
Item 7. Certain Relationships and Related Transactions
None of the Officers, directors or family members of the class have or are
anticipated to be involved in any transaction that would result in a material
benefit to the class or member.
Item 8. Description of Securities
The Company is authorized to issue 75,000,000 shares of Common Stock, $.007
par value, of which, as of September 30, 1998 2,038,665 shares were issued and
outstanding and beneficially held by 284 shareholders. Holders of shares of
Common Stock are entitled to one vote per share on all matters to be voted upon
by the stockholders generally. The approval of proposals submitted to
stockholders at a meeting other than for the election of directors requires the
favorable vote of a majority of the shares voting, except in the case of certain
fundamental matters (such as certain amendments to the Articles of
Incorporation, and certain mergers and
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<PAGE>
reorganizations), in which case Nevada law and the Company's by-laws require the
favorable vote of at least a majority of all outstanding shares. Stockholders
are entitled to receive such dividends as may be declared from time to time by
the Board of Directors out of funds legally available therefor, and in the event
of liquidation, dissolution or winding up of the Company to share ratably in all
assets remaining after payment of liabilities. The holders of shares of common
Stock have no preemptive, conversion, subscription or cumulative voting rights.
Part II
Item 1. Market Price of and Dividends on the Registrant's Common Stock
The Company's Common Stock has been listed on the OTC Bulletin Board under
the symbol "UCAP" since 1988. It is presently trading under the symbol "MDRT".
From July 1, 1998 through September 30, 1998, the high and low bid prices were
$1.125 and $0.44, respectively. The high and low bid information stated above
reflects inter-dealer prices, without retail mark-up, mark-down or commission
and may not reflect actual prices. The Company considers its common stock to be
thinly traded and that any reported bid or sale prices may not be a true market-
based valuation of the Common Stock.
As of September 30, 1998 there were approximately 284 record holders of
the Company's Common Stock.
The Company has not paid any cash dividends since its inception and does
not contemplate paying any dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.
Item 2. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or
to which the property interests of the Company are subject.
Item 3. Changes in and Disagreements with Accountants
Inapplicable.
Item 4. Recent Sales of Unregistered Securities
The Company issued 21,439 common restricted shares to both Mr. Bodine and
to Dr. Bramwell on July 17, 1998 as an inducement to become involved with the
Company. They paid no monies for the stock.
On September 8, 1998 the Company sold 10,000 shares of its common
restricted stock to Mr. Phipps for the sum of $5,000 as inducement to have him
join the Company
Item 5. Indemnification of Directors and Officers
Nevada Statutes
- ---------------
Section 78.751 of the Nevada General Corporation Law provides for the
indemnification of the Company's officers, directors and corporate agents under
certain circumstances as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he 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 another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably
-7-
<PAGE>
incurred by him in connection with the action, suit or proceeding if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, has no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or it equivalent, does
not, of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interest of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that this conduct was lawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action of
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he 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 another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually paid and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection 1 and 2, or in defense of
any claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorney's fees, actually and reasonably incurred by
him in connection with the defense.
4. Any indemnification under subsection 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting
of directors who were not parties to the act, suit or proceed;
(c) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
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(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the certificate
or articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or knowing violation of
the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such person.
Bylaws
- ------
The Company's Bylaws provide for the permissive indemnification of the
Company's officers and directors under certain circumstances as follows:
(a) Right of Indemnity. To the full extent permitted by law, this
-------------------
corporation shall indemnify its directors, officers, employees and other persons
described in Subsection 78.751 of the Nevada Revised Statutes, including persons
formerly occupying any such position, against all expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred by them in
connection with any "proceeding," as that term is use in such Subsection and
including an action by or in the right of the corporation to prove a judgment in
its favor, by reason of the fact that such person is or was a person described
by such Subsection. "Expenses", as used in this Bylaw, shall have the same
meaning as in Section 78.751 of the Nevada Revised Statutes.
(b) Approval of Indemnity. Upon written requests to the Board of
----------------------
Directors by any person seeking indemnity under Section 78.751 of the Nevada
Revised Statutes, the Board shall promptly determine whether such person has met
the applicable standard of conduct set forth in such Subsection. If the Board
determines the person seeking indemnity has not met such standard of conduct,
the Board shall promptly call a meeting of shareholders at which the
shareholders shall determine whether the person seeking indemnity has met such
standard of conduct.
(c) Advancement of Expenses. To the full extent permitted by law and
------------------------
except as shall otherwise be determined by the Board of Directors in the
specific instance, expenses incurred by a person seeking indemnity under this
Bylaw in defending any proceeding covered by this Bylaw shall be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to be indemnified by the
corporation therefore.
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<PAGE>
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report............................................. F-1
Consolidated Balance Sheet at September 30, 1998......................... F-2
Consolidated Statement of Operations for the fiscal year ended
September 30, 1998....................................................... F-3
Consolidated Statement of Stockholders' Equity (Deficit) for the fiscal
year ended September 30, 1998............................................ F-4
Consolidated Statement of Cash Flows for the fiscal year ending
September 30, 1998....................................................... F-5
Notes to Consolidated Financial Statement................................ F-6
<PAGE>
HAROLD Y. SPECTOR
CERTIFIED PUBLIC ACCOUNTANT
80 SOUTH LAKE AVENUE, SUITE 723
PASADENA, CALIFORNIA 91101
(626) 584-6400
(818) 846-5577 . (213) 380-5577
FAX (626) 584-6447
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Medical Resources Technologies, Ltd.
I have audited the accompanying balance sheet of Medical Resources Technologies,
Ltd. (F.K.A. UCAP, Inc., a Nevada corporation) as of September 30, 1998, and the
related statements of operations and accumulated deficit, stockholders' equity,
and cash flows for the nine months then ended. These financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted this audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provided a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Medical Resources Technologies,
Ltd. (F.K.A. UCAP, Inc.) as of September 30, 1998, and the results of its
operations and its cash flows for the nine months then ended, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company's uncertainty to generate revenue, its
significant net operating loss, and net worth deficiency, raise substantial
doubt about its ability to continue as a going concern. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Harold Y. Spector
Pasadena, CA
November 11, 1998
F-1
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, INC.)
BALANCE SHEET
September 30, 1998
ASSETS
<TABLE>
<CAPTION>
<S> <C>
Current Assets
Cash (Overdraft) $ (2,686)
Advances 54,760
Loans Receivable 159,896
----------
Total Current Assets 211,970
----------
Fixed Assets
Computer Equipment 8,052
Furniture and Fixtures 5,450
Office Equipment 217
----------
13,719
Less: Accumulated Depreciation (5,141)
----------
Total Fixed Assets 8,578
----------
Other Assets
Organizational Costs, net of accumulated
amortization of $258 242
Deposits 688
----------
Total Other Assets 930
----------
TOTAL ASSETS $ 221,478
==========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
F-2
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, INC.)
BALANCE SHEET
September 30, 1998
LIABILITIES & STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C>
Current Liabilities
Accounts Payable $ 78,934
Income Tax Payable 2,400
Note Payable, current portion 11,774
-----------
Total Current Liabilities 93,108
-----------
Long-Term Liabilities
Note Payable, net of current 134,465
-----------
Total Liabilities 227,573
-----------
Stockholders' Equity
Common Stock, $.007 par value; 75,000,000 shares
authorized, 2,038,665 shares issued and outstanding 14,271
Paid-in Capital 1,120,692
Accumulated Deficits (1,141,058)
-----------
Total Stockholders' Equity (Deficit) (6,095)
-----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 221,478
===========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
F-3
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, INC.)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICITS
For the Nine Months ended September 30, 1998
<TABLE>
<CAPTION>
<S> <C>
REVENUE $ 975
-----------
COSTS AND OPERATING EXPENSES - SCHEDULE A 51,354
-----------
INCOME (LOSS) FROM OPERATIONS (50,379)
-----------
OTHER INCOME (EXPENSES)
Interest Income 9,338
Bad Debt (35,960)
Depreciation and Amortization (1,926)
Investment Loss (146,239)
-----------
Total Other Income (Expenses) (174,787)
-----------
INCOME (LOSS) BEFORE TAXES (225,166)
PROVISION FOR INCOME TAXES 800
-----------
NET INCOME (LOSS) (225,966)
RETAINED EARNINGS (ACCUMULATED DEFICITS)
BEGINNING OF YEAR (915,092)
-----------
ENDING OF PERIOD $(1,141,058)
===========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
F-4
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
COSTS AND OPERATING EXPENSES
For the Nine Months ended September 30, 1998
<TABLE>
<CAPTION>
Schedule A
<S> <C>
Costs and Operating Expenses
Automobile $ 5,387
Bank Charges 417
Consulting 4,477
Dues and Subscriptions 116
Internet 100
Medical Supplies 105
Miscellaneous 598
Office Supplies 6,262
Outside Services 1,300
Legal and Professional 11,050
Postage and Delivery 207
Printing and Reproduction 122
Repairs and Maintenance 71
Taxes - Other 229
Telephone 9,807
Travel and Entertainment 9,927
Utilities 1,179
-------
Total Costs and Operating Expenses $51,354
=======
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
F-5
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY
From Date of Merger April 23, 1996 to September 30, 1998
<TABLE>
<CAPTION>
Paid
Common in Accumulated
Shares Stock Capital Deficit Total
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at April 23, 1996
- Date of Merger 2,745,962 $ 2,746 $ 279,734 $ (838,775) $(556,295)
Issuance of common stocks
for merger 9,500,000 9,500 (8,500) 1,000
Elimination of Obsolete assets
and liabilities 556,983 556,983
-------------------------------------------------------------------
Balance after merger 12,245,962 $12,246 $ 828,217 $ (838,775) $ 1,688
Issuance of Stocks 334,600 335 249,665 250,000
Net Loss for the period (2,046) (2,046)
-------------------------------------------------------------------
Balance at December 31, 1996 12,580,562 $12,581 $1,077,882 $ (840,821) $ 249,642
Issuance of Stocks 2,213,000 2,213 37,787 40,000
Net Loss for the period (74,271) (74,271)
-------------------------------------------------------------------
Balance at December 31, 1997 14,793,562 $14,794 $1,115,669 $ (915,092) $ 215,371
Issuance of stocks 3,172,748 4,227 273 4,500
Reverse stock split 1-for-7 (15,249,054) 0
Cancellation of stocks (678,591) (4,750) 4,750 0
Net Loss for the period (225,966) (225,966)
-------------------------------------------------------------------
Balance at September 30, 1998 2,038,665 $14,271 $1,120,692 $(1,141,058) $ (6,095)
===================================================================
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
F-6
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
STATEMENT OF CASH FLOWS
For the Nine Months ended September 30, 1998
<TABLE>
<CAPTION>
<S> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $(225,966)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and Amortization 1,926
Investment Loss 146,239
(Increase) Decrease in:
Accounts Receivable 5,355
Advances (8,318)
Increase (Decrease) in:
Accounts Payable 11,393
Income Tax Payable 800
---------
Net cash (used) by operating activities (68,571)
---------
CASH FLOW FROM INVESTING ACTIVITIES
Decrease in Loan Receivable 64,154
Purchase of Property and Equipment (2,753)
---------
Net cash provided by investing activities 61,401
---------
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of common stocks 4,500
---------
Net cash provided by financing activities 4,500
---------
NET INCREASE (DECREASE) IN CASH (2,670)
CASH AT BEGINNING OF PERIOD (16)
---------
CASH AT END OF PERIOD $ (2,686)
=========
SUPPLEMENTAL DISCLOSURE:
Interest paid $ 0
=========
Taxes paid $ 0
=========
</TABLE>
NONCASH TRANSACTIONS INVESTING AND FINANCING ACTIVITIES:
A note payable of $146,239 was incurred for a liability assumed by the
Company on an investment.
The auditor's report and accompanying notes are
an integral part of the financial statements
F-7
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months ended September 30, 1998
NOTE 1 - GENERAL
Medical Resources Technologies, Ltd., formerly known as UCAP, Inc., (the
"Company") was incorporated under the laws of the state of Nevada on Feb. 25,
1991. The Company acquired and changed name to Medical Resources Technologies,
Ltd. (a Washington corporation) through a merger on April 23, 1996. (See Note 3)
The Company is also a California foreign corporation.
The Company is in the medical supply and equipment development business.
NOTE 2 - SUMMARY of SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual basis of accounting for financial reporting, in
accordance with generally accepted accounting principles.
Use of Estimate
The preparation of financial statement in conformity with GAAP requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.
Revenue Recognition
Revenue is recognized when the service is rendered. The Company did not render
any service since March 1998, and did not have any operating revenue since then.
Property and Equipment
Property and Equipment are recorded at costs, and depreciated over their useful
lives, using the straight-line methods. Repairs and maintenance charges which do
not increase the useful lives of the assets are charged to operations as
incurred.
Depreciation for nine months ended September 30, 1998 was $1,851.
Organizational Costs
Organizational Costs are capitalized and amortized on a straight-line basis over
60 months.
F-8
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months ended September 30, 1998
NOTE 2 - SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statements of Cash Flows
The Company prepares its statement of cash flows using the indirect method as
defined under Financial Accounting Standards Board Statement No. 95. For
purposes of the statements of cash flows, the Company considers all highly
liquid investments with a maturity of three months or less to be cash
equivalents.
Income Taxes
The Company accounts income taxes in accordance with Financial Accounting
Standards Board Statement No. 109.
NOTE 3 - MERGER
On April 23, 1996, the Company merged with and changed name to Medical Resources
Technologies, Ltd. ("MRT", a Washington corporation formed on February 6, 1996).
The Company issued 9,500,000 shares of its common stock in exchange for all the
issued and outstanding shares of MRT. This transaction was accounted for as a
purchase.
NOTE 4 - ADVANCES
Officers' compensation will not be paid or accrued until the Company is in full
operation. Advance drawn by officer will be offset against his future
compensation. As of September 30, 1998, the officer had advanced $54,760.
NOTE 5 - NOTE PAYABLE
In November 1996, the Company entered to an agreement to loan to Medical
Resources Clinics, Inc., $150,000 for the purchase of certain assets of Facet,
Inc., a Washington corporation, which owns and manages medical clinics in the
Seattle area. After then, the clinics went out of business in March 1997 and the
Company is liable for its debt. As of September 30, 1998, the balance of the
debt was $146,239 and payable in a monthly installments of $3,924. The current
portion of the note as of that date is $11,774.
F-9
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months ended September 30, 1998
NOTE 6 - REVERSE STOCK SPLIT
In April 1998, the Board of Directors approved a one-for-seven reverse stock
split, thereby decreasing the number of issued and outstanding shares to
2,541,508 and increasing the par value of each share to $0.007.
NOTE 7 - PROVISION FOR INCOME TAXES
Provision for income taxes consist of $800 minimum state franchise tax.
For federal income tax purposes, the Company has net operating losses
carryforward of $808,037 to reduce future taxable income. For state income tax
purposes, the net operating losses carryforward is $215,067. To the extent not
utilized, both federal and state NOL carryforwards will begin to expire in 1998.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company had a note receivable from a related party of $159,896 at September
30, 1998. The note bears interest at 10% per annum and is payable in monthly
installments of $8,067. During 1998, interest income on this note was $9,338.
NOTE 9 - GOING CONCERN
The accompanying financial statements are presented on the basis that the
Company will continue as a going concern. Going concern contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business over a reasonable length of time. As shown in the accompanying
financial statements, the Company incurred a net loss of $225,966 for nine
months ended September 30, 1998, and as of that date, the Company has an
accumulated deficit of $1,141,058 and a deficit in stockholders' equity of
$6,095. Furthermore, the Company has an uncertainty to generate revenue from its
existing operations.
Management is currently involved in active negotiations to obtain additional
financing and actively increasing marketing efforts to increase revenues. The
Company continued existence depends on its ability to meet its financing
requirements and the success of its future operations. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
F-10
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Nine Months ended September 30, 1998
NOTE 10 - YEAR 2000
The Company believes that it has identified each of its computer systems that
will require modifications to enable it to perform satisfactorily on and after
January 1, 2000. The financial impact of making such modifications to the
Company's systems is not expected to be material to the Company's financial
position or results of operations. In addition, the Company is currently
corresponding with vendors that provide products and systems to the Company in
order to determine if such products and systems will be required to be upgraded
or replaced. Although management believes the Company has an adequate program in
place to address the year 2000 issue, the costs of upgrades to, or replacements
of, its purchased products or systems has not been determined and there can be
no assurance that the program will ultimately be successful.
F-11
<PAGE>
Signatures
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDICAL RESOURCES TECHNOLOGIES, LTD.
A Nevada corporation
Date: November 24, 1998 By: /s/ RICHARD WEDIG
--------------------------------
Richard Wedig, President
<PAGE>
Part III
Item 1. Index to Exhibits
3.1 Articles of Incorporation of the Company
3.2 Amendments to the Articles of Incorporation of the Company
3.3 Bylaws of the Company
3.4 Specimen of Common Stock Certificate
27 Financial Data Schedule
<PAGE>
EXHIBIT 3.1
CERTIFICATE
[SEAL OF STATE OF NEVADA]
STATE OF NEVADA SECRETARY OF STATE
I, CHERYL A. LAU, Secretary of State of the State of Nevada, do hereby
certify that
UCAP, INC.
- --------------------------------------------------------------------------------
did on the TWENTY-FIFTH day of FEBRUARY, 1991, file in this office the original
------------ -------- --
Articles of Incorporation; that said Articles are now on file and of record in
the office of the Secretary of State of the State of Nevada, and further, that
said Articles contain all the provisions required by the law of said State of
Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office in Carson City, Nevada, this TWENTY-FIFTH day of FEBRUARY,
------------ --------
A.D. 1991.
--
[SEAL]
/s/ CHERYL A. LAU
--------------------------------
Secretary of State
By /s/ RUTH SUNTERIN
-----------------------------
Deputy
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 25 1991
1401-91
CHERYL A. LAU SECRETARY OF STATE
/s/ CHERYL A. LAU
No. _______________
ARTICLES OF INCORPORATION
OF
UCAP, INC.
KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned, have associated together for the purpose of forming a
corporation under the Corporation Laws of the State of Nevada, as set forth in
Chapter 78, NRS, and to that end we do hereby declare and certify the facts
stated herein are true.
ARTICLE I
---------
The name of the corporation is: UCAP, INC.
ARTICLE II
----------
The location of the first principal office of this corporation within the
State of Nevada, will be Pacific Stock Transfer Company, 1641 E. Sunset Road,
Suite B109, P.O. Box 93385, Las Vegas Nevada and stock holders, directors and
officers of the corporation may hold meetings, and maintain offices at such
place or places, inside or outside of the State as is deemed necessary and any
business transacted at such meetings, or in such offices, shall be effective as
if held at the principal place of business in the State of Nevada. The Resident
Agent for this corporation is Pacific Stock Transfer Company, 1641 E. Sunset
Road, Suite B109, P.O. Box 93385, Las Vegas, Nevada, and it is in charge of said
principal office of said corporation in Nevada.
ARTICLE III
-----------
The nature of the business to be transacted, promoted and
<PAGE>
carried on, and for which the corporation is formed, is to engage in, carry on
and conduct any lawful business or activity; to perform and exercise any and all
acts and things which a natural person could do or exercise which now or
hereafter may be permitted by law in establishing and carrying on any business,
or for the purpose of obtaining any of its objectives or purposes; and to
perform any and every act and thing necessary, suitable or proper to accomplish
and carry out the purposes and objectives above set forth or which at any time
may become necessary thereto. The foregoing statement shall be construed as a
statement of both purposes and powers.
ARTICLE IV
----------
The members of the governing Board of the Corporation shall be styled
"Directors" and their number shall be not less than three (3) nor more than nine
(9), in this respect, the Board of Directors of this corporation shall be
expressly vested with the power to increase and decrease the number of directors
within the limits above stated as provided in NRS Section 78.330, except that no
decrease in the number of directors shall prevent any incumbent director from
serving the balance of the term for which he was duly elected or appointed,
unless he is removed from office in accordance with law. All vacancies,
including those caused by an increase in the number of directors may be filled
by a vote of the majority of the remaining directors, though less than a quorum.
Directors so appointed shall serve until the next annual meeting of stockholders
or until their successors are elected and qualified.
The first Board of Directors of this corporation shall consist
<PAGE>
of three (3) members, whose names and addresses are as follows:
ROBERT HOFFMAN, 17821 Mitchell Avenue, Irvine, CA. 92714
LORNE G. MORPHEW, 17821 Mitchell Avenue, Irvine, CA. 92714
ROBERT E. GOVE, 17821 Mitchell Avenue, Irvine, CA. 92714
ARTICLE V
---------
The amount of total authorized stock of this corporation shall consist of
Seventy-Five (75,000,000) shares of common stock having a par value of One-Tenth
of a Cent (.001) per share, or a total amount of Seventy-Five Thousand Dollars
($75,000.00).
ARTICLE VI
----------
The capital stock of this corporation, when issued and delivered, shall
conclusively be deemed to have been paid for in full and shall not be subject to
assessment to pay the debts of the corporation, or for any other reason, after
the subscription price or par value has been paid.
ARTICLE VII
-----------
There shall be no cumulative voting of stock. Each shareholder shall have
one vote for each and every share of common stock owned by him or her or
standing in his or her name on the books of the corporation.
ARTICLE VIII
------------
The private property of the stockholders of the corporation shall be, and
hereby is, made forever exempt from liability for the debts or obligations of
the corporation.
ARTICLE XI
----------
The names and addresses of the Incorporators of this
<PAGE>
corporation are as follows:
ROBERT E. GOVE, 17821 Mitchell Avenue, Irvine, CA. 92714
ARTICLE X
---------
The duration of this corporation shall be perpetual.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of February,
--- --------
1991.
/s/ ROBERT E. GOVE
---------------------
Robert E. Gove
STATE OF CALIFORNIA )
) SS
COUNTY OF Los Angeles )
On this 7th day of February , 1991, personally appeared before me, a
--- -----------
Notary Public, Robert E. Gove known to me to be the person who executed the
foregoing instrument, and upon oath did depose that he is the Incorporator of
said corporation, and that he executed the same freely and voluntarily and for
the uses and purposes therein mentioned.
WITNESS my hand and seal.
[SEAL]
OFFICIAL NOTARY SEAL
BEVERLY LIGAS
Notary Public -- California
LOS ANGELES COUNTY
My Comm. Expires DEC 23, 1994
/s/ BEVERLY LIGAS
-------------------
NOTARY PUBLIC
<PAGE>
EXHIBIT 3.2
FILED
STATE OF WASHINGTON
MAY 13 1996
RALPH MUNRO
SECRETARY OF STATE
VAL: 05-03-1996 - 95792 SOS: 05-13-1996 - 43108
$50.00 on 05-02-1997 -
CHECK 04-30-1996 - 13124
ARTICLES AND PLAN OF MERGER
OF
MEDICAL RESOURCES TECHNOLOGIES, LTD.
A Washington Corporation
Pursuant to Section 23B. 11.010, et seq. of the
Washington Revised Statutes
INTO
UCAP, INC.
A Nevada Corporation as the surviving
corporation, pursuant to Section 78.475, et seq.
Of the Nevada Revised Statutes
AGREEMENT OF MERGER, dated the 23 day of APRIL 1996, between MEDICAL
-- -----
RESOURCES TECHNOLOGIES, LTD., a Washington corporation hereinafter called "MRT"
and all of the directors thereof, and UCAP, INC., a Nevada corporation, herein
after called "UCAP" and all of the directors thereof, the two corporations being
hereinafter sometimes called the Constituent Corporations.
WHEREAS, the Board of Directors of each of the Constituent Corporations
deem it advisable and generally to the welfare of the Constituent Corporations
that these corporations merge under the terms and conditions hereinafter set
forth, such merger to be effected pursuant to the statutes of the State of
Nevada and the statutes of the State of Washington, and after they have duly
approved and authorized the form of agreement of merger, and
WHEREAS, the Nevada corporation is a corporation duly organized under the
laws of the State of Nevada having being incorporated February 25, 1991, having
authorized capital stock consisting of 75,000,000 shares all of which are of one
class with a par value of $.001 par, per share of each, of which 2,745,962
shares are issued and outstanding, and
WHEREAS, MRT is a corporation duly organized under the laws of the State of
Washington having been incorporated February 6, 1996, having authorized capital
stock consisting of 500,000 shares of common stock with a no par value, of which
10,000 shares have been issued and outstanding.
1
<PAGE>
WHEREAS, the laws of the States of Nevada and Washington permit such a
merger, and the Constituent Corporation's desire to merge under and pursuant to
the provisions of the laws of their respective states;
NOW, THEREFORE, In consideration of the promises and of the mutual
agreements and covenants herein contained, it is agreed that MRT be merged into
UCAP which shall be the Surviving Corporation, and the terms and conditions of
such merger and the mode of carrying it into effect are and shall be as follows:
1. NAME OF SURVIVING CORPORATION
-----------------------------
The name of the corporation, which is sometimes hereinafter referred to as
the Surviving Corporation, shall from and after the effective date of the
merger, be MEDICAL RESOURCES TECHNOLOGIES, LTD. The separate existence of MRT
the Washington corporation shall cease at the effective date of the merger,
except insofar as it may be continued by law or in order to carry out the
purposes of this Agreement of Merger and except as continued in the Nevada
corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION
--------------------------------------------------
The Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of the Nevada corporation as amended. The name of UCAP
shall be changed to MEDICAL RESOURCES TECHNOLOGIES, LTD. By Amendment to the
Nevada Articles of Incorporation in Nevada.
3. BYLAWS
------
The bylaws of the Surviving Company at the effective date of the merger
shall be the bylaws of the Nevada corporation until altered or repealed as
provided therein.
4. BOARD OF DIRECTORS AND OFFICERS
-------------------------------
The members of the Board of Directors and the Officers of the Surviving
Corporation immediately after the effective date of the merger shall be those
persons who were the members of the Board Directors and the Officers,
respectively, of the Washington Company immediately prior to the effective date
of the merger, and such persons shall serve in such offices, respectively, for
the terms provided by law or in the Bylaws, or until their respective successors
are elected and qualified.
2
<PAGE>
5. AUTHORITY TO CONDUCT BUSINESS
-----------------------------
The Washington Company represent that it has filed an application for
authority to do business in Washington. The Surviving Corporation will conduct
no such business in Washington without first filing and having such application
approved.
The Surviving Corporation will file its application for authority to
conduct business in all the states they plan to do business in immediately upon
completion of the merger.
6. CONVERSION OF SHARES
--------------------
The manner of converting the shares of the Constituent Corporations into
shares of the Surviving Corporation shall be set forth in this paragraph:
(a) The manner and basis of converting the shares of MRT into shares of the
Surviving Corporation shall be as follows:
Immediately upon the effective date of the merger, each share of stock of
MRT outstanding in the hands of its shareholder (being 100% of the shares of
MRT outstanding) without any action on the part of the holder thereof, shall
automatically become and be converted into common stock of UCAP at the rate of
950 shares of stock of the Surviving Corporation for each share of the common
stock of MRT and each outstanding certificate representing shares of common
stock of MRT shall thereupon be deemed for all corporate purposes (other than
the payment of dividends) to evidence the ownership of the number of fully paid,
nonassessable shares of common stock of the surviving corporation to which such
shares of common stock of MRT shall have been so converted.
7. RIGHTS OF SHAREHOLDERS
----------------------
After the effective date of the merger, any holder of a certificate or
certificates which theretofore represented shares of common stock of MRT may,
but shall not be required to surrender the same to the Transfer Agent of the
Surviving Corporation, Atlas Stock Transfer, 5899 South State, Suite 24, Murray,
Utah 84107 and shall thereupon entitled to receive in exchange therefore a
certificate or certificates representing the 9,500,000 number of shares of
common stock of the Surviving Corporation into which the shares of common stock
of MRT theretofore represented by such certificate or certificates shall have
been converted.
8. EFFECTIVE DATE OF MERGE
-----------------------
(a) For all purposes of the laws of the State of Washington, this Agreement
of Merger and the Merger herein provided for shall become effective and the
separate existence of MRT, except insofar as may be continued by statute, shall
cease as soon as; The Agreement of Merger shall
3
<PAGE>
have been adopted, approved, signed, and acknowledged in accordance with the
laws of the State of Washington and certificates of its adoption and approval
shall have been executed in accordance with such laws; and this Certificate and
Agreement of Merger shall have been filed in the office of the Department of
State.
(b) For all purposes of the laws of the State of Nevada, this Agreement of
Merger and the merger herein provided for shall become effective and the
separate existences of MRT except insofar as they may be continued by statute,
shall cease as soon as; This Agreement of Merger shall have been adopted,
approved, signed, and acknowledged in accordance with the laws of the State of
Nevada and certificates of its adoption and approval shall have been executed in
accordance with such laws; and this Agreement of Merger shall been filed in the
office of the Secretary of State of the State of Nevada.
(c) The corporate identity, existence, purposes, powers, objects,
franchises, rights and immunities of MRT shall continue unaffected and
unimpaired by the merger hereby provided for, and the corporate identities,
existences, purposes, powers, objects, franchises, rights and immunities of MRT
shall be continued in and merged into the Surviving Company and shall be fully
vested therein.
(d) The date upon which this Agreement is filed in the offices mentioned
above and upon which the Constituent Corporations shall so become a single
corporation is the effective date of the merger.
4
<PAGE>
9. AUTHORIZATION
-------------
The parties hereto acknowledge and respectively represent that this Merger
Agreement is authorized by the laws of the respective jurisdictions of the
constituent Corporations and that the matter was approved at a special
shareholders meeting of the respective corporations at which the shareholder
voted as follows:
================================================================================
<TABLE>
<CAPTION>
CORPORATION SHARES OUTSTANDING VOTED VOTED
FOR AGAINST
================================================================================
<S> <C> <C> <C>
MEDICAL RESOURCES
TECHNOLOGIES, LTD. 10,000 10,000 -0-
(WASHINGTON)
UCAP, INC. (NEVADA) 2,745,962 1,795,725 -0-
</TABLE>
10. FURTHER ASSURANCES OF TITLE
---------------------------
As and when requested by the Surviving Corporation or by its successors or
assigns, MRT will execute and deliver or cause to be executed and delivered all
such deeds and instruments and will take or cause to be taken all such further
action as the Surviving Corporation may deem necessary or desirable in order to
vest in and confirm to the Surviving Corporation title to and possession of any
property of any of the Constituent Corporations acquired by the Surviving
Corporation by reason or as a result of the merger herein provided for and
otherwise to carry out MRT and the officers and directors of the Surviving
Corporation are fully authorized in the name of the respective Constituent
Corporations or otherwise to take any and all such action.
11. SERVICE OF PROCESS ON SURVIVING CORPORATION
-------------------------------------------
Washington: The Surviving Corporation agrees that it may be served with
process in the State of Washington in any proceeding for enforcement of any
obligation of MRT as well as for the enforcement of any obligation of the
Surviving Corporation arising from their merger, including any suit or other
proceeding to enforce the right of any shareholder as determined in appraisal
proceedings pursuant to the provisions of the General Corporation Law of
Washington and hereby irrevocably appoints the Secretary of State of Washington
as its agent to accept service of process in any suit or other proceeding.
Copies of such process may be mailed to the Surviving Company's Resident Agent:
Pacific Stock Transfer Company, 1641 East Sunset Road, Suite B-109, Las Vegas,
Nevada 93385, until further notice.
5
<PAGE>
12. SHAREHOLDER'S RIGHT TO PAYMENT
------------------------------
The Surviving Corporation agrees that subject to the provisions of the
General Business Corporation Law of the State of Washington, it will pay to the
shareholders of the Washington Company the amounts, if any, to which such
shareholders may be entitled under the provisions of the above statutes of the
laws of Washington as the case may be.
13. ABANDONMENT
-----------
This Agreement of Merger may be abandoned (a) by either Constituent
Corporation, acting by its Board of Directors, at any time prior to its adoption
by the shareholders of both of the Constituent Corporations as provided by law,
or (b) by the mutual consent of the Constituent Corporations, acting each by its
Board of Directors, at any time after such adoption by such shareholders and
prior to the effective date of the merger. In the event of abandonment of the
Agreement of Merger pursuant to (a) above, notice thereof shall be given by the
Board of Directors of the corporation, and thereupon, or abandonment pursuant to
(b) above, this Agreement of Merger shall become wholly void and of no effect
and there shall be no further liability or obligation hereunder on the part of
either of the Constituent Corporations or of its Board of Directors or
Shareholders.
IN WITNESS WHEREOF, each of the Constituent Corporations pursuant to
authority duly granted by its Board of Directors, has caused this Agreement of
Merger to be executed by a majority of its Directors and its President and
Secretary.
The respective Directors and Officers of the Constituent Corporation do
hereby certify that the above Merger Agreement was adopted by vote of the
Shareholder of the constituent Corporation as set forth in the above Agreement
and the said resolution has not been revoked or amended.
MEDICAL RESOURCES TECHNOLOGIES, LTD. UCAP, INC.
Washington Nevada
By: /s/ RICHARD B. WEDIG By: /s/ ROBERT W. HOFFMAN
------------------------------- ------------------------
President President
By: /s/ HOWARD G. EVANS By: /s/ LORNE G. MORPHEW
------------------------------- ------------------------
Secretary Secretary
6
<PAGE>
EXHIBIT 3.3
BY - LAWS
of
UCAP, INC.
-----------------------
A Nevada Corporation
ARTICLE I
---------
MEETING OF STOCKHOLDERS
-----------------------
SECTION 1. The annual meeting of the stockholders of the corporation
shall be held at its office in the city of Las Vegas, Clark County, Nevada, at
10:00 o'clock in the fore noon of the 1st day of August, in each year, if not a
legal holiday, and if a legal holiday, then on the next succeeding day not a
legal holiday, for the purpose of electing directors of the corporation to serve
during the ensuing year and for the transaction of such other business as may be
brought before the meeting.
At least five (5) days' written notice specifying the time and place,
when and where, the annual meeting shall be convened, shall be mailed in a
United States Post Office addressed to each of the stockholders of record at the
time of issuing the notice at his or her or its address last known, as the same
appears on the books of the corporation.
Nevertheless, a failure to give such notice, or any irregularity in such
notice, shall not affect the validity of annual meetings or any of the
proceedings had at such meeting, and in such event these By-Laws shall be, and
shall be deemed to be, sufficient notice of such meeting without requirement of
further notice.
SECTION 2. Special meetings of the stockholders may be held at the
office of the corporation in the State of Nevada, or elsewhere, whenever called
by the President, or by the Board of Directors, or by vote of, or by an
instrument in writing signed by the holders of % of the issued and outstanding
capital stock. At least ten (10) days' written notice of such meeting,
specifying the day and hour and place, when and where such meeting shall be
convened, and the objects for calling the same, shall be mailed in the United
States Post Office, addressed to each of the stockholders of record at the time
of issuing the notice, and at his or her or its address last known, as the same
appears on the books of the corporation.
1
<PAGE>
If all the stockholders of the corporation shall waive notice of special
meeting, no notice of such meeting shall be required, and whenever all the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling any special
meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses to
which the same were mailed, shall be prima facie evidence of the manner and fact
of the calling and giving such notice.
If the address of any stockholder does not appear upon the books of the
corporation, it will be sufficient to address any notice to such stockholder at
P.O. Box 93385, Las Vegas, Nevada.
SECTION 3. All business lawful to be transacted by the stockholders of
the corporation may be transacted at any special meeting or at any adjournment
thereof. Only such business, however, shall be acted upon at special meeting of
the stockholders as shall have been referred to in the notice calling such
meetings, but at any stockholders' meeting at which all of the outstanding
capital stock of the corporation is represented, either in person or by proxy,
any lawful business may be transacted, and such meeting shall be valid for all
purposes.
SECTION 4. At all stockholders' meetings, the holders of Fifty-One
percent (51%) in amount of the entire issued and outstanding capital stock of
the corporation, shall constitute a quorum for all the purposes of such
meetings.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place fixed by
these By-Laws for any annual meeting, or fixed by a notice as above provided for
a special meeting, a majority in interest of the stockholders present in person
or by proxy may adjourn from time to time without notice other than by
announcement at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called.
SECTION 5. At each meeting of the stockholders, every stockholder shall
be entitled to vote in person or by his or her duly authorized proxy appointed
by instrument in writing subscribed by such stockholder or by his or her duly
authorized attorney. Each stockholder shall have one (1) vote for each share of
stock standing registered in his or her or its name on the books of the
corporation, ten (10) days preceding the day
2
<PAGE>
of such meeting. The votes for Directors, and upon demand by any stockholder,
the votes upon any question before the meeting, shall be by viva voce.
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of
the corporation, shall be furnished, which list shall be prepared at least ten
(10) days before such meeting, and shall be open to the inspection of the
stockholders, or their agents or proxies, at the place where such meeting is to
be held, and for ten (10) days prior thereto. Only the persons in whose names
shares of stock are registered on the books of the corporation for ten (10) days
preceding the date of such meeting, as evidenced by the list of stockholders so
furnished, shall be entitled to vote at such meeting. Proxies and powers of
attorney to vote must be filed with the Secretary of the corporation before an
election or a meeting of the stockholders, or they cannot be used at such
election or meeting.
SECTION 6. At each meeting of the stockholders, the polls shall be
opened and closed; the proxies and ballots issued, received, and be taken in
charge of, for the purpose of the meeting, and all questions touching the
qualifications of voters and the validity of proxies, and the acceptance or
rejection of votes, shall be decided by two (2) inspectors. Such inspectors
shall be appointed at the meeting by the presiding officer of the meeting.
SECTION 7. At the stockholders' meetings, the regular order of business
shall be as follows:
1. Reading and approval of the Minutes of previous meeting or meetings;
2. Reports of the Board of Directors, the President, Treasurer and
Secretary of the corporation in the order named;
3. Reports of Committees;
4. Election of Directors;
5. Unfinished business;
6. New business;
7. Adjournment.
3
<PAGE>
ARTICLE II
----------
DIRECTORS AND THEIR MEETINGS
----------------------------
SECTION 1. The Board of Directors of the corporation shall consist of
five persons who shall be chosen by the stockholders annually, at the annual
meeting of the corporation, and who shall hold office for one (1) year, and
until their successors are elected and qualify.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any regular
or special meeting, or at any adjourned meeting thereof, or the remaining
Directors, by the affirmative vote of a majority thereof, shall elect a
successor to hold office for the unexpired portion of the term of the Director
whose place shall have become vacant and until his or her successor shall have
been elected and shall qualify.
SECTION 3. Meetings of the Directors may be held at the principal office
of the corporation in the State of Nevada, or elsewhere, at such place or places
as the Board of Directors may, from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors shall hold its
first annual meeting for the year immediately after the annual meeting of the
stockholders or immediately after the election of Directors at such annual
meeting.
Regular meetings of the Board of Directors shall be held at the office of
the corporation in the City of Las Vegas State of Nevada, on as called at 10:00
o'clock in the A.M. Notice of such regular meetings shall be mailed to each
Director by the Secretary at least three (3) days previous to the day fixed for
such meetings, but no regular meeting shall be held void or invalid if such
notice is not given, provided the meeting is held at the time and place fixed by
these By-Laws for holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least one (1) day's notice by mail to Directors
resident in the State of Nevada, and on at least three (3) days' notice by mail,
or three (3) days' notice by telegraph, to Directors not resident in said State.
Any meeting of the Board, no matter where held, at which all of the
members shall be present, even though without or of which notice shall have been
waived by all absentees, provided a quorum shall be present, shall be valid for
all purposes unless otherwise indicated in the notice calling the meeting or in
the waiver of notice.
4
<PAGE>
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any meeting of
the Board there be less than a quorum present, a majority of those present may
adjourn from time to time, until a quorum shall be present, and no notice of
such adjournment shall be required. The Board of Directors may prescribe rules
not in conflict with these By-Laws for the conduct of its business; provided,
however, that in the fixing of salaries of the officers of the corporation, the
unanimous action of all of the Directors shall be required.
SECTION 6. A Director need not be a stockholder of the corporation.
SECTION 7. The Directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but shall not receive
any compensation for their services as Directors until such time as the
corporation is able to declare and pay dividends on its capital stock.
SECTION 8. The Board of Directors shall make a report to the
stockholders at annual meetings of the stockholders of the condition of the
corporation, and shall, on request, furnish each of the stockholders with a true
copy thereof.
The Board of Directors, in its discretion, may submit any contract or act
for approval or ratification at any annual meeting of the stockholders called
for the purpose of considering any such contract or act, which, if approved, or
ratified by the vote of the holders of a majority of the capital stock
represented in person or by proxy at such meeting, provided that a lawful quorum
of stockholders be there represented in person or by proxy, shall be valid and
binding upon the corporation and upon all the stockholders thereof, as if it had
been approved or ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate an Executive Committee. This Committee
shall consist of two (2) or more members besides the President, who by virtue of
his or her office, shall be a member and the chairman thereof. The Committee
shall in the interim between the meetings of the Board, exercise all powers of
that body in accordance with the general policy of the corporation and under the
direction of the Board of Directors. It shall also attend to and supervise all
the financial operations of the corporation, and shall examine and audit all
the corporation's accounts at the close of each fiscal year, and at such other
times as it may deem necessary. The Secretary shall be the Secretary of the
Committee and shall attend
5
<PAGE>
its meetings, and its meetings shall be held on the call of the President. All
members of the Committee must be given at least two (2) days' notice of
meetings either by mail or telegraph or by personal communication, either by
telephone or otherwise. A majority of the members of the Committee shall
constitute a quorum. The Committee shall keep due records of all meetings and
actions of the Committee, and such records shall at all times be open to the
inspection of any Director.
SECTION 10. The Board of Directors is vested with the complete and
unrestrained authority in the management of all the affairs of the corporation,
and is authorized to exercise for such purpose as the General Agent of the
corporation, its entire corporate authority.
SECTION 11. The regular order of business at meetings of the Board of
Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
-----------
OFFICERS AND THEIR DUTIES
-------------------------
SECTION 1. The Board of Directors, at its first meeting after the annual
meeting of stockholders, shall elect a President, a Vice President, a Secretary
and a Treasurer, to hold office for one (1) year next coming, and until their
successors are elected and qualify. The President and Vice President shall be
members of the Board of Directors. The Treasurer and Secretary need not be
Directors; the offices of the Secretary and Treasurer may be held by one (1)
person.
Any vacancy in any of said offices may be filled by the Board of
Directors.
The Board of Directors may from time to time, by resolution appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurers and Transfer Agents
6
<PAGE>
as it may deem advisable; prescribe their duties, and fix their compensation,
and all such appointed officers shall be subject to removal at any time by the
Board of Directors. All officers, agents and factors shall be chosen and
appointed in such manner and shall hold their office for such terms as the Board
of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of the
corporation and shall have the supervision and, subject to the control of the
Board of Directors, the direction of the corporation's affairs, with full power
to execute all resolutions and orders of the Board of Directors not especially
entrusted to some other officer of the corporation. The President shall be a
member of the Executive Committee, and the Chairman thereof; he or she shall
preside at all meetings of the Board of Directors, and at all meetings of the
stockholders, and shall sign the Certificates of Stock issued by the
corporation, and shall perform such other duties as shall be prescribed by the
Board of Directors.
SECTION 3. The Vice President shall be vested with all the powers and
perform all the duties in the absence or inability to act of the President,
including the signing of Certificates of Stock issued by the corporation, and he
or she shall so perform such other duties as shall be prescribed by the Board of
Directors.
SECTION 4. The Treasurer shall have the custody of all the funds and
securities of the corporation. When necessary or proper, he or she shall endorse
on behalf of the corporation for collection checks, notes, and other
obligations; he or she shall jointly with such other officer as shall be
designated by these By-Laws, sign all checks made by the corporation, and shall
pay out and dispose of the same under the direction of the Board of Directors.
The Treasurer shall sign with the President all bills of exchange and promissory
notes of the corporation; he or she shall also have the care and custody of the
stocks, bonds, certificates, vouchers, evidence of debts, securities, and such
other property belonging to the corporation as the Board of Directors shall
designate; he or she shall sign all papers required by law or by these By-Laws
or the Board of Directors to be signed by the Treasurer. Whenever required by
the Board of Directors, the Treasurer shall render a statement of the
corporation's cash account; he or she shall enter regularly in the books of the
corporation to be kept by him or her for the purpose, full and accurate accounts
of all monies received and paid by him or her on account of the corporation. The
Treasurer shall at all reasonable times exhibit the books of account to any
Director of the corporation during business hours, and shall perform all acts
incident to the position of Treasurer subject to the control of the Board of
Directors.
7
<PAGE>
The Treasurer shall, if required by the Board of Directors, give bond to
the corporation conditioned for the faithful performance of all his or her
duties as Treasurer in such sum, and with such security as shall be approved by
the Board of Directors, the expense of such bond to be borne by the corporation.
SECTION 5. The Board of Directors may appoint an Assistant Treasurer who
shall have such powers and perform such duties as may be prescribed by the
Treasurer of the corporation or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give a bond to the
corporation in such sum and with such security as it shall approve, and
conditioned for the faithful performance of his or her duties as Assistant
Treasurer, the expense of such bond to be borne by the corporation.
SECTION 6. The Secretary shall keep the Minutes of all meetings of the
Board of Directors and the Minutes of all meetings of the stockholders and of
the Executive Committee in books provided for that purpose. The Secretary shall
attend to the giving and serving of all notices of the corporation; he or she
may sign with the President or a Vice President, in the name of the corporation,
all contracts authorized by the Board of Directors or Executive Committee; he or
she shall have the custody of the corporate seal of the corporation; he or she
shall affix the corporate seal to all certificates of stock duly issued by the
corporation; he or she shall have charge of the Stock Certificate Books,
Transfer Books and Stock Ledgers, and such other books and papers as the Board
of Directors or the Executive Committee may direct, all of which shall at all
reasonable times be open to the examination of any Director upon application at
the office of the corporation during business hours; and he or she shall, in
general, perform all the duties incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary who
shall have such powers and perform such duties as may be prescribed by the
Secretary or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority in behalf of the corporation to
attend and to act and to vote at any meetings of the stockholders of any
corporation in which the corporation may hold stock, and at any such meetings,
shall possess and may exercise any and all rights and powers incident to the
ownership of such stock, and which as the new owner thereof, the corporation
might have possessed and exercised if present. The Board of Directors, by
resolution, from time to time, may confer like powers on any person or persons
8
<PAGE>
in place of the President to represent the corporation for the purposes in this
section mentioned.
ARTICLE IV
----------
CAPITAL STOCK
-------------
SECTION 1. The capital stock of the corporation shall be issued in such
manner and at such times and upon such conditions as shall be prescribed by the
Board of Directors.
SECTION 2. Ownership of stock in the corporation shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the corporation and signed by the
President or the Vice President and also by the Secretary or an Assistant
Secretary.
All certificates shall be consecutively numbered; the name of the person
owning the shares represented thereby with the number of such shares and the
date of issue shall be entered on the corporation's books.
No certificates shall be valid unless it is signed by the President or
Vice President and by the Secretary or Assistant Secretary.
All certificates surrendered to the corporation shall be cancelled and no
new certificate shall be issued until the former certificate for the same number
of shares shall have been surrendered or cancelled.
SECTION 3. No transfer of stock shall be valid as against the
corporation except on surrender and cancellation of the certificate therefor,
made either in person or under assignment, a new certificate shall be issued
therefor.
Whenever any transfer shall be expressed as made for collateral security
and not absolutely, the same shall be so expressed in the entry of said transfer
on the books of the corporation.
9
<PAGE>
SECTION 4. The Board of Directors shall have power and authority to make
all such rules and regulations not inconsistent herewith as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the capital stock of the corporation.
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature of each
transfer agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings of
the stockholders for the period of ten (10) days prior to such meetings and
shall be closed for the payment of dividends during such periods as from time to
time may be fixed by the Board of Directors, and during such periods no stock
shall be transferable.
SECTION 6. Any person or persons applying for a certificate of stock in
lieu of one alleged to have been lost or destroyed, shall make affidavit or
affirmation of the fact, and shall deposit with the corporation an affidavit.
Whereupon, at the end of six (6) months after the deposits of said affidavit and
upon such person or persons giving Bond of Indemnity to the corporation with
surety to be approved by the Board of Directors in double the current value of
the stock against any damage, loss or inconvenience to the corporation, which
may or can arise in consequence of a new or duplicate certificate being issued
in lieu of the one lost or missing, the Board of Directors may cause to be
issued to such persons or person a new certificate, or a duplicate of the
certificate so lost or destroyed. The Board of Directors may, in its discretion,
refuse to issue such new or duplicate certificates save upon the order of some
court having jurisdiction in such matter, anything herein to the contrary
notwithstanding.
10
<PAGE>
ARTICLE V
---------
OFFICES AND BOOKS
-----------------
SECTION 1. The principal office of the corporation in Nevada shall be at
Nevada, and the corporation may have a principal office in any other state or
territory as the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books of the corporation shall be kept
at its principal office in the County of Clark, Las Vegas, Nevada, for the
inspection of all who are authorized or have the right to see the same, and for
the transfer of stock. All other books of the corporation shall be kept at such
places as may be prescribed by the Board of Directors.
A copy of the By-Laws, duplicate Stock Ledger, and Articles of
Incorporation of the corporation shall be kept at its principal office in the
State of Nevada, and shall be subject to the inspection of any of the
stockholders.
ARTICLE VI
----------
MISCELLANEOUS
-------------
SECTION 1. The Board of Directors shall have power to reserve over and
above the capital stock paid in, such an amount, in its discretion, as it may
deem advisable to fix as a reserve fund, and may, from time to time, declare
dividends from the accumulated profits of the corporation in excess of the
amounts so reserved, and pay the same to the stockholders of the corporation,
and may also, if it deems the same advisable, declare stock dividends of the
unissued capital stock.
SECTION 2. No agreement, contract or obligation (other than checks in
payment of indebtedness incurred by authority of the Board of Directors)
involving the payment of money or the credit of the corporation for more than
One-Thousand Dollars, shall be made without the authority of the Board of
Directors, or of the Executive Committee acting as such.
11
<PAGE>
SECTION 3. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the Secretary in
the name and on behalf of the corporation, and shall have the corporate seal
thereto attached.
SECTION 4. All monies of the corporation shall be deposited when and as
received by the Treasurer in such bank or banks or other depositary as may from
time to time be designated by the Board of Directors, and such deposits shall be
made in the name of the corporation.
SECTION 5. No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid or against the corporation unless the same shall be
signed by the President or a Vice President, and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, Vice President, or Secretary, except that the
Treasurer or an Assistant Treasurer may, without countersignature, sign payroll
checks and make endorsements for deposit to the credit of the corporation in all
its duly authorized depositaries. No check or order for money shall be signed in
blank by more than one (1) officer of the corporation.
SECTION 6. No loan or advance of money shall be made by the corporation
to any stockholder or officer therein, unless the Board of Directors shall
otherwise authorize.
SECTION 7. No director nor executive officer shall be entitled to any
salary or compensation for any services performed for the corporation, unless
such salary or compensation shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all of the Directors voting, in
favor thereof.
SECTION 8. The corporation may take, acquire, hold, mortgage, sell, or
otherwise deal in stocks or bonds or securities of any other corporation, if and
as often as the Board of Directors shall so elect.
SECTION 9. The Directors shall have power to authorize and cause to be
executed, mortgages and liens without limit as to amount upon the property and
franchise of this corporation, and pursuant to the affirmative vote, either in
person or by
12
<PAGE>
proxy, of the holders of a majority of the capital stock issued and outstanding;
the Directors shall have authority to dispose in any manner of the whole
property of this corporation.
SECTION 10. The corporation shall have a corporate seal, the design
thereof being as follows:
ARTICLE VII
-----------
AMENDMENT OF BY-LAWS
--------------------
Amendments and changes of these By-Laws may be made at any regular or
special meeting of the Board of Directors by a vote of not less than all of the
entire Board, or may be made by a vote of, or a consent in writing signed by,
the holders of Fifty-One percent of the issued and outstanding capital stock.
13
<PAGE>
CERTIFICATE OF ADOPTION OF BY-LAWS OF
UCAP, INC.
-------------------------------------
A NEVADA CORPORATION
Adoption by Board of Directors.
- -------------------------------
The undersigned, being all of the persons appointed in the Articles of
Incorporation to act as the first Board of Directors of the above named
corporation (or being their duly appointed successors) hereby assent to the
foregoing By-Laws, and adopt the same as the By-Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 20th. day of
AUGUST , 1991
(Directors' Signatures) )
)
/s/ ROBERT HOFFMAN )
--------------------------------- )
Name Robert Hoffman )
)
)
/s/ LORNE G. MORPHEW )
--------------------------------- )
Name Lorne G. Morphew )
)
)
/s/ JAMES GRIGSBY )
--------------------------------- )
Name James Grigsby )
)
) Directors.
/s/ OLIVER COMBS )
--------------------------------- )
Name Oliver Combs )
)
)
/s/ ROBERT W. BALL )
--------------------------------- )
Name Robert Ball )
)
Certificate by Secretary of Adoption by Directors.
- --------------------------------------------------
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the
above named corporation and that the above and foregoing By-Laws were adopted as
the By-Laws of said corporation on the date set forth above by the persons
appointed in the Articles of Incorporation to act as the first Directors of said
corporation, or their duly appointed successors.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
August, 1991
/s/ ROBERT W. BALL
------------------------------
Secretary, Robert Ball
Certificate by Secretary of Adoption by Shareholders' Vote.
- -----------------------------------------------------------
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary of the
above named corporation and that the above and foregoing Code of By-Laws was
submitted to the shareholders at their first meeting held on the date set forth
in the By-Laws and recorded in the minutes thereof was ratified by the vote of
shareholders entitled to exercise the majority of the voting power of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
August, 1991
/s/ ROBERT W. BALL
------------------------------
Secretary, Robert Ball
<PAGE>
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
NUMBER [LOGO OF MEDICAL RESOURCES TECHNOLOGIES, LTD.] SHARES
- ------ ------
15317 ----------------------------- VOID
- ------ ------
AUTHORIZED STOCK 75,000,000 SHARES
$.001 PAR VALUE
SEE REVERSE FOR CERTAIN DEFINITIONS
------------------------------------
CUSIP 58461F 10 6
------------------------------------
This Certifies that is the
registered holder of Shares
MEDICAL RESOURCES TECHNOLOGIES, LTD.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed.
Dated:
[SEAL OF MEDICAL RESOURCES TECHNOLOGIES, LTD.]
/s/ ROBERT A. BODINE /s/ RICHARD WEDIG
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED
BY
TRANSFER AGENT AND REGISTRANT
ATLAS STOCK TRANSFER CORPORATION
5899 SOUTH STATE STREET
SALT LAKE CITY, UTAH 84107
AUTHORIZED SIGNATURE
<PAGE>
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--...Custodian
TEN ENT --as tenants by the entireties (Cust) Minor
JT TEN --as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act...........................
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
--------------------------------------
___________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
___________________________________________________________________________
___________________________________________________________________________
____________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
__________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _______________________________
Signature ...............................
...............................
NOTICE: The signature in this
assignment must correspond with
the name as written upon the
face of the Certificate, in
every particular, without
alteration or enlargement, or
any change whatever.
Signature Guaranteed By: ................
(Please have signature guaranteed by a
National Bank through its officer or by a
member firm of a major stock exchange)
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<TOTAL-COSTS> 51,354
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<INCOME-PRETAX> (225,166)
<INCOME-TAX> 800
<INCOME-CONTINUING> (225,966)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (225,966)
<EPS-PRIMARY> (0.111)
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</TABLE>
