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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 200549
AMENDED 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
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(State of Incorporation) (IRS Employer identification No.)
708 East-1100 South, Saint George, Utah 84790
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(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
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
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Part 1.
Item 1. Description of Business
The Company is filing this Form 10-SB on a voluntary basis for the
purpose of making available to the public and to the brokerage community
sufficient information on the Company so as to make an informed decision as to
their decision to take a position in the company. The Company will voluntarily
file periodic reports even if its obligation to file such reports is suspended
under the exchange act.
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 in 1932 and
Ucap, Inc. was originally created as Amalgamated Oil & Mining Corporation, a
Utah corporation which changed its name to Ucap, Inc., a corporation formed in
February, 1954. 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 on April 23, 1996, and the company name of Ucap was
changed to Medical Resources Technologies, Ltd. as part of the merger documents.
At that time a new Board of Directors and officers were appointed to the
Company. (See Item 5, Directors, Executive officers, Promoters and Control
persons.) Prior to that time the Company had the same officers for a number of
years, but had not activity.
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 was
attempting to acquire the worldwide rights for the marketing and distribution of
this technology, but was unable to do so in what the company deemed to be a
financially profitable manner. 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.
The Company has been trying to solidify a position in the development
and marketing of medical equipment, but to date, no such arrangement has been
made, and no guarantee can be given that one will ever be finalized. The Company
is trying to obtain funding for its operation through private lenders or banks,
but to date has not been able to acquire any such financing, and unless the
company can obtain additional financing it will not be able to carry out its
objectives. There are no understandings between the Company or any of its
officers or directors with any lenders with respect to and financing. The
Company and its officers and directors are willing to personally guarantee the
loans being sought, but nothing has been obtained to date, and the prospect of
any loan in the future is not optimistic. If the Company is able to obtain
financing,, the terms may be so high as to be prohibitive, but a loan is still
being pursued at this time.
In 1998 the Company did a private placement of 2,856,000 shares with
an individual for the sum of $250,000 evidenced by a note. Payments on the note
were monthly over a period of three years. Payments have been made on the note.
The Company may attempt to do a private placement to obtain additional
working capital in the event that it is unable to obtain conventional financing
through banks or other institutions or venture capitalists.
The Company has located an acquisition partner and is in the process
of completing the acquisition which may result in the Company being able to
obtain financing, but no assurance can be made that the acquisition will be
completed, or even if it is that it will allow the Company to obtain
conventional financing.
The Company's executive offices are located at 708 East-1100 South, Saint
George, Utah 84790: telephone number (801) 741-7003.
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Business of the Issuer
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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 the development,
engineering , manufacturing and marketing of its new product line. The market
for new and better technologies in the medical industry is dynamic and
constantly expanding.
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.
The company intends, after its acquisition of the new companies to do
a private placement with an approved lender to obtain the additional capital
required to expand its operation. No such financing is presently being
negotiated or pending at this time.
PRODUCTS AND SERVICES
The Company, as part of it's 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. With the Companies extensive background, experience and expertise,
it will be ideally suited to the development and distribution of medical
technologies and equipment. The Company feels that it can do this by bringing
the inventor or other manufacturer in as a participating partner in the venture
that it will not require a cash outlay to acquire the products it will sell and
distribute. The companies to be acquired will have and will agree to employ e
their personnel to do the development of the products to be sold.
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 Company offers the inventor
company of the medical equipment 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. The new companies
to be acquired have an existing base of customers for their equipment, and have
had extensive discussions with customers for the medical equipment but no
assurances of any orders. Although there has been discussion with potential
customers about a various line of equipment that the Company is interested in
selling for others, no assurance can be given that any such sales will be
forthcoming.
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Employees
As of the date of the Registration Statement, the Company employs
three persons consisting of its three 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. The company
anticipates that after the new merger it will have approximately 11 employees.
Management's Discussion and Analysis or Plan of operation
The company anticipates that a merger with a new and existing company
will besought by the company in 1999 and that thereafter the company will have a
cash flow from operations. However, it will not have sufficient capital to
expand its operations into the medical equipment without additional funds. It
anticipates that it will have to raise funds privately in order to carry out its
objectives. At the present time there is no guarantee that the company will be
able to raise the funds to expand into the medical equipment industry.
Assuming that the company can acquire the funding needed to
manufacture and sell the equipment, the company anticipates that it will be able
to generate sufficient profits, depending upon sale of its equipment to be able
to sustain its operation.
If the Company can raise the private placement funds and can commence
operations, it intends to do a public offering to raise the additional funds
necessary to allow it to compete in the marketplace. There is no guarantee that
either the private placement or public offering will be successful.
The company does intends to initiate an acquisition effort
immediately. The Company will provide the shareholders with complete disclosure
of the companies to be acquired, including financial statements, audited if
available at the time of acquisition. The Officers of the Company have not had
any discussions prior to the filing of the prospectus, but has since the 10-SB
was filed the Company has been in discussion regarding the acquisition of other
companies.
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
Percentage Owned Number of Shares
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<S> <C> <C>
Richard Wedig (1) 678,571 33.28
All officers and directors as a group 731,429 35.88
</TABLE>
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(1) Richard Wedig
708 East-1100 South
Saint George, Ut. 84790
The company intends to establish a stock option program that will be based upon
the performance of the Companies profitability. Once the Company starts full
operation the directors will establish an option program for all officers and
employees.
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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
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<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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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 dirct 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.
TERRY PHIPPS (Vice-president and Director) 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. Mr.
Phipps was employed by Fitzgerald/Palman, Inc., in Aurora Co. from October 1984
to February 1988; at Rocky Mountain Securities and Investments, Denver, Co.,
from February 1988 until December 1988; and with integrate Resources Investment
Center, New York, N.Y. from February 1989 until April 1989.
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He is currently enrolled in an MBA program at California Coast
University.
There are no agreements or understandings for any officer or director to resign
at the request of another person and none of the officers or directors are
acting on behalf of or will act at the direction of any other person.
All of the persons named herein are deemed essential by the Company. There are
no promoters of the Company.
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.
Market for Common Stock
There are no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's securities.
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 $ -0- -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 so as to allow it to be able
to pay salaries to its officers when the Company is in full operations.
Mr. Wedig has received the sum of $54,760.00 as an advance against
future salaries and will reimburse the company out of his future earnings as
received.
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
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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.
There are no preliminary agreements or understandings with respect to
employment agreements with officers and directors. There are no written
agreements covering any of the employees of the Company and all employees serve
on an at will basis.
Further, there is no life insurance covering any of the officers and
directors.
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.
The Company has sold 2,856,000 of its common stock to a third party
who is not an officer or director of the company, and has taken a note back for
a portion of the stock. The balance is payable monthly until the entire balance
has been paid in full. All of the stock sold is investment stock and not subject
to market sales.
Item 8. Description of Securities
The Company is authorized to issue 75,000,000 shares of Common Stock,
$.001 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 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.
During the year 1998 a ten (10) for one reverse stock split was
approved by the shareholders of the Company to reduce the amount of outstanding
stock to the amount stated above.
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
"MDRE". 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. The high bid was after the
reverse stock split stated above.
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.
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The Company has accumulated the shareholders that it presently has
over a long period of time. It has had few private placements, and Rule 506 was
not in effect at much of the time when the private placements were made. During
no time in the past 10 years has any sale of unregistered securities been sold
in violation of the securities act. Further, all available financial information
was given to each investor prior to their investment in the Company. No private
placement has been made in the last five years other than the sale of stock to
the above individual with the note who was given the financial information
requested and was an experienced investor.
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.
The Company's operations are not affected by the YK2 problems. It is
in compliance with all of the year 2000 problems.
Item 4. Recent Sales of Unregistered Securities
The Company issued 21439 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.
As stated above, the Company sold 2,856,000 shares of stock on a note
to a Mr. Les Murdock who is paying for the stock monthly per the terms of an
unsecured note.
Item 5. Indemnification of Directors and Officers
Nevada Statutes
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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 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
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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:
(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.
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Bylaws
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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,
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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 . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Statements of Operation for the fiscal year
ended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Stockholders Equity (Deficit)
for the fiscal year ended . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Cash Flows for the fiscal year
ended . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . F-6
-12-
<PAGE>
[LETTERHEAD OF HAROLD Y. SPECTOR]
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 December 31, 1998, and the
related statements of operations and accumulated deficit, changes in
stockholders' equity, and cash flows for the year 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 December 31, 1998, and the results of its
operations and its cash flows for the year 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 11 to the
financial statements, the Company's uncertainty to generate revenue and its
significant net operating loss, 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.
The 1997 financial statements were compiled by me, and my report thereon, dated
November 17, 1998, stated I did not audit or review those financial statements
and, accordingly, expressed no opinion or other form of assurance on them.
/s/ Harold Y. Spector
Pasadena, CA
June 30, 1999
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, INC.)
BALANCE SHEETS
December 31, 1998 (Audited) and 1997 (Unaudited)
ASSETS
<TABLE>
<CAPTION>
1998 1997
--------- ---------
(Unaudited)
<S> <C> <C>
Current Assets
Accounts Receivable $ - $ 5,355
Advances 60,324 46,442
Loans Receivable 161,818 154,384
--------- ---------
Total Current Assets 222,142 206,181
--------- ---------
Fixed Assets
Computer Equipment 8,052 5,516
Furniture and Fixtures 5,450 5,450
Office Equipment 217 -
--------- ---------
13,719 10,966
Less: Accumulated Depreciation (5,759) (3,290)
--------- ---------
Total Fixed Assets 7,960 7,676
--------- ---------
Other Assets
Organizational Costs, net of
accumulated amortization of $283 in
1998 and $183 in 1997 217 317
Loan Receivable - noncurrent - 69,666
Deposits 688 688
--------- ---------
Total Other Assets 905 70,671
--------- ---------
TOTAL ASSETS $ 231,007 $ 284,528
========= =========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
2
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, INC.)
BALANCE SHEET
December 31, 1998 (Audited) and 1997 (Unaudited)
LIABILITIES & STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
1998 1997
-------- --------
(Unaudited)
<S> <C> <C>
Current Liabilities
Cash (Overdraft) $ 9,518 $ 16
Accounts Payable 62,402 67,541
Income Tax Payable 2,400 1,600
Note Payable, current portion 146,930 --
-------- ----------
Total Current Liabilities 221,250 69,157
-------- ----------
Long-Term Liabilities -- --
-------- ----------
Total Liabilities 221,250 69,157
-------- ----------
Stockholders' Equity
Common Stock, $.007 par value;
75,000,000 shares authorized,
2,247,175 shares issued and
outstanding 15,730 14,794
Paid-in Capital 1,146,033 1,115,669
Accumulated Deficit (1,152,006) (915,092)
--------- ----------
Total Stockholders' Equity 9,757 215,371
--------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 231,007 $ 284,528
========== ==========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
3
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, INC.)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
For the Years ended December 31, 1998 (Audited) and 1997(Unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- -----------
(Unaudited)
<S> <C> <C>
REVENUE $ 975 $ 40,282
---------- ----------
COSTS AND OPERATING EXPENSES - SCHEDULE A 101,272 133,553
---------- ----------
INCOME (LOSS) FROM OPERATIONS (100,297) (93,271)
---------- ----------
OTHER INCOME (EXPENSES)
Interest Income 13,459 19,800
Other Income 14,353 -
Interest Expense (17,390) -
Investment Loss (146,239) -
---------- ----------
Total Other Income (Expenses) (135,817) 19,800
---------- ----------
INCOME (LOSS) BEFORE TAXES (236,114) (73,471)
PROVISION FOR INCOME TAXES 800 800
---------- ----------
NET INCOME (LOSS) (236,914) (74,271)
ACCUMULATED DEFICIT
BEGINNING OF YEAR (915,092) (840,821)
---------- ----------
ENDING OF YEAR ($1,152,006) $ (915,092)
========== ==========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
4
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
COSTS AND OPERATING EXPENSES
For the Years ended December 31, 1998 (Audited) and 1997 (Unaudited)
<TABLE>
<CAPTION>
Schedule A
Costs and Operating Expenses 1998 1997
-------- --------
(Unaudited)
<S> <C> <C>
Automobile $ 6,170 $ 6,153
Bad Debt 35,960 93,865
Consulting and Outside Service -- 5,500
Depreciation and Amortization 2,569 2,293
Legal and Professional 29,123 17,599
Miscellaneous 598 8
Office Expenses & Supplies 2,342 1,107
Parking and Tolls -- 11
Rent 2,100 26
Repair and Maintenance -- 455
Taxes - Other 229 234
Telephone 10,819 5,164
Travel and Entertainment 10,183 1,138
Utilities 1,179 --
-------- --------
Total Costs and Operating Expenses $101,272 $133,553
======== ========
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
5
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
From Date of Merger April 23, 1996 to December 31, 1997 (Unaudited)
and for year ended December 31, 1998 (Audited)
<TABLE>
<CAPTION>
Paid
Common in Accumulated
Shares Stock Capital Deficit Total
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at April 23, 1996 2,745,962 $ 2,746 $ 279,734 $ (838,775) $ (556,295)
- Date of Merger
Issuance of common stock
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 common stock 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 common stock 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 common stock 3,381,258 5,686 25,614 31,300
Reverse stock split 1-for-7 (15,249,054) 0
Cancellation of stock (678,591) (4,750) 4,750 0
Net Loss for the period (236,914) (236,914)
--------------------------------------------------------------------------
Balance at December 31, 1998 2,247,175 $ 15,730 $1,146,033 $(1,152,006) $ 9,757
==========================================================================
</TABLE>
The auditor's report and accompanying notes are
an integral part of the financial statements
6
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
STATEMENT OF CASH FLOWS
For the Year ended December 31, 1998 (Audited) and 1997 (Unaudited)
<TABLE>
<CAPTION>
1998 1997
---------- -----------
(Unaudited)
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (236,914) $ (74,271)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and Amortization 2,569 2,193
Investment Loss 146,239 -
(Increase) Decrease in:
Accounts Receivable 5,355 (5,355)
Advances (13,882) (26,850)
Increase (Decrease) in:
Accounts Payable (5,139) 15,722
Income Tax Payable 800 800
---------- -----------
Net cash (used) by operating activities (100,972) (87,761)
---------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Decrease in Loan Receivable 62,232 32,200
Purchase of Property and Equipment (2,753) -
---------- -----------
Net cash provided by investing activities 59,479 32,200
---------- -----------
CASH FLOW FROM FINANCING ACTIVITIES
Increase in Note Payable 691 -
Issuance of common stock 31,300 40,000
---------- -----------
Net cash provided by financing activities 31,991 40,000
---------- -----------
NET INCREASE (DECREASE) IN CASH (9,502) (15,561)
CASH AT BEGINNING OF YEAR (16) 15,445
---------- -----------
CASH AT END OF YEAR $ (9,518) $ (16)
========== ===========
SUPPLEMENTAL DISCLOSURE:
Interest paid $ 0 $ 0
========== ===========
Taxes paid $ 0 $ 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 in 1998.
The auditor's report and accompanying notes are
an integral part of the financial statements
7
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years ended December 31, 1998 (Audited)
and 1997 (Unaudited)
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 March 1,
1983. 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 years ended December 31, 1998 and 1997 was $2,469 and $2,193,
respectively.
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years ended December 31, 1998 (Audited)
and 1997 (Unaudited)
NOTE 2 - SUMMARY of SIGNIFICANT ACCOUNTING POLICIES (Continued)
Organizational Costs
Organizational Costs are capitalized and amortized on a straight-line basis over
60 months.
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.
Statements of Changes in Stockholders' Equity
Statement of Changes in Stockholders' Equity includes the period from date of
merge April 23, 1996 to December 31, 1997, which was unaudited or reviewed.
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, where the assets acquired and liabilities assumed recorded at book
value.
After the merge, the Company convert the obsolete assets and liabilities into
paid-in capital.
9
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years ended December 31, 1998 (Audited)
and 1997 (Unaudited)
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 December 31, 1998 and 1997, the officer had advanced
$60,324 and $46,442, respectively. No interest was charged on these advances.
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 December 31, 1998, the balance of the
debt was $146,930 and payable in a monthly installments of $3,924. The note was
delinquent and the balance was current.
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 $1,017,377 to reduce future taxable income. For state income
tax purposes, the net operating losses carryforward is $428,218. To the extent
not utilized, both federal and state NOL carryforwards will begin to expire in
1998.
10
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years ended December 31, 1998 (Audited)
and 1997 (Unaudited)
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company had a note receivable from a related party of $161,818 and $224,050
at December 31, 1998 and 1997, respectively. The note bears interest at 10% per
annum and is payable in monthly installments of $8,067. Interest income accrued
on the note during 1998 and 1997 was $13,459 and $19,800, respectively.
The current portion of the note is $161,818 and $154,384 at December 31, 1998
and 1997, respectively.
NOTE 9 - ACCOUNTS PAYABLE ADJUSTMENT
During 1998, an adjustment was made to reduce accounts payable which had been
recorded in prior years in the amount of $13,653. The issue with these payable
was identified by the management of the Company. The effect of this adjustment,
if recorded in the appropriate year, would be to increase the net income for
1996 from a loss of $2,046 as reported to $11,607.
NOTE 10 - LEASE COMMITMENTS
The Company leases its office facilities for $700 per month on a month-to-month
basis. Rent expense totaled $2,100 in 1998 and none in 1997. Effective January
1, 1999, the Company does not lease any property.
NOTE 11 - 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 $236,914 for the year
ended December 31, 1998, and as of that date, the Company has an accumulated
deficit of $1,152,006. Furthermore, the Company has an uncertainty to generate
revenue from its existing operations.
11
<PAGE>
MEDICAL RESOURCES TECHNOLOGIES, LTD.
(F.K.A. UCAP, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years ended December 31, 1998 (Audited)
and 1997 (Unaudited)
NOTE 11 - GOING CONCERN (Continued)
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.
NOTE 12 - 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.
12
<PAGE>
Part III
Item 1. Index to Exhibits (all Previously submitted)
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>
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, hereunto duly authorized.
MEDICAL RESOURCES TECHNOLOGIES, LTD.
A Nevada corporation
Date: August 5, 1999 By: /s/ Richard Wedig
--------------------------------
Richard Wedig, President
