UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 0001081188
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ADVANCED MEDICAL TECHNOLOGIES INC.
(Name of Small Business Company in Its Charter)
Nevada 98-0206212
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Suite 13A-63 Roehampton Avenue
Toronto, Ontario , Canada M4P 1R1
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(Address of Principal Executive Officer) (Zip Code)
(416) 703-3491
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(Company's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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TABLE OF CONTENTS
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ITEM PAGE
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PART 1
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Item 1 Description of Business 3
Item 2 Management's Discussion and Analysis or Plan
of Operation 15
Item 3 Description of Property 19
Item 4 Security Ownership of Certain Beneficial
Ownership and Management 20
Item 5 Directors, Executive Officers, Promoters and
Control Persons 22
Item 6 Executive Compensation 24
Item 7 Certain Relationships and Related Transactions 25
Item 8 Description of Securities 27
PART 11
Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 29
Item 2 Legal Proceedings 29
Item 3 Disagreement With Accountants and Financial Disclosure 29
Item 4 Recent Sales of Unregistered Securities 30
Item 5 Indemnification of Directors and Officers 30
PART F/S
Financial Statements 32
PART 111
Item 1 Index to Exhibits 48
Item 2 Description of Exhibits 48
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DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
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PART 1
Advanced Medical Technologies Inc. (the "Registrant" or the "Company") is filing
this Form 10-SB on a voluntary basis to:
1. provide current, public information to the investment community;
2. to expand the availability of secondary trading exemptions under the
Blue Sky laws and thereby expand the trading market in the Registrant's
securities, and
3. to comply with prerequisites for listing of the Registrant's securities
on NASDAQ.
ITEM 1. DESCRIPTION OF BUSINESS
HISTORICAL OVERVIEW OF THE REGISTRANT
The Registrant has been in business since it's date of incorporation,
February 3, 1999 when it was incorporated in the State of Nevada. The Registrant
has no subsidiaries and no affiliated companies. The Registrant's executive
offices are located at Suite 13A - 63 Roehampton Avenue, Toronto, Ontario,
Canada, M4P 1R1, (Tel) 416-703-3491.
The Registrant is in the development stage, being a company that is in
the early stages of starting a website information system specializing in the
medical industry.
The Registrant has filed a Form 15c-211 with NASD Regulations, Inc. and
on December 9, 1999 was cleared for an unpriced quotation on the NQB Pink
Sheets. As at the date of this Form 10-SB the Registrant has not posted a
quotation for its shares.
To management's knowledge, the Registrant has not been subject to
bankruptcy, receivership or any similar proceedings.
The Registrant has no revenue to date from the development of its
website, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop its
website system to a stage where a decision can be made by management as to
whether the project will be successful and what further action should be taken
to develop the website into a profitable enterprise. The Registrant anticipates
obtaining such funds from its directors and officers, financial institutions or
by way of the sale of its capital stock in the future (see Part 1, Item 2 -
"Plan of Operations"), but there can be no assurance that the Registrant will be
successful in obtaining additional capital from the sale of its capital stock or
in otherwise raising substantial capital.
All dollar amounts are stated in this document are in US dollars unless
otherwise noted.
PLANNED BUSINESS
Much of the discussion contained in this section is "forward looking".
Actual results may materially differ from the Registrant's plans as currently
contemplated.
Information concerning the factors associated with the Registrant is
set forth in this Item 1 and in Items 2 and 3 below. FOR A COMPLETE
UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE FINANCIAL
STATEMENT AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS ENTIRETY.
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OVERVIEW OF THE REGISTRANT'S OPERATIONS
To remain completive and financial viable, health maintenance
organizations (HMOs) will have to minimize their cost by reducing the time spent
by patients in hospital and rehab institutions. To do this they will have to
continually review and examine all the new technologies being distributed by the
medical equipment manufacturers. The managers of the HMOs have to be informed
that pharmaceutical and technologies are now available that can reduce the cost
of medical treatment and recovery time. Presently these managers are content to
use the costlier and older technology due their unawareness of the alternatives.
The way to continually educate and update these individuals is to provide them
with an avenue whereby they can extract the information they require.
Likewise, the health care manufacturers need a means to communicating
directly with the managers of the HMOs. Presently they rely on broad-target
print ads, direct mail, facsimile product release monographs and other forms of
print media, along with attendance at conventions. These methods do not reach
the entire population of the qualified buying target audience.
To put in touch the health care manufacturers with the HMOs managers,
the Registrant will establish a multimedia Internet based, interactive
communications network providing health care industry manufacturers with access
to key case managers representing an estimated 200 or more managed care
companies and HMOs throughout the United States.
The goal of the Registrant is to provide a virtual health care
information clearinghouse for introducing and educating health care providers on
leading edge pharmaceuticals and technologies available from health care
manufacturers. With the rising cost of health care, the most efficient way for
case managers to achieve reductions is to be informed about new and
cost-effective procedures available from the manufacturers. Many new procedures
not only reduce immediate costs but also the costs associated with post
operative care, and personal patient recovery.
Traditionally, case managers are deluged with printed material in the
mail and by facsimile of new health care technologies, and must spend a great
deal of time sifting through material searching for items of interest. Likewise,
information that may be of interest can be overlooked or not accessible when
needed. Once the Registrant's network is activated, it will offer manufacturers
the fast track to case managers, by providing a fully searchable, indexed
database of available leading-edge pharmaceuticals and technologies via a secure
Internet connection in their desktop or laptop computer. This educational
advertising vehicle will be called AMTneT.
The Registrant will provide a safe and secure Internet host allowing
case managers to search for new pharmaceuticals and technologies using keywords
or key phrases, view live and recorded video programs demonstrating technology
procedures, review product monographs, e-mail questions directly to the medical
professional associated with a specific procedure, and participate in live
interactive one-on-one or group discussions.
The Registrant's network offers manufacturer-advertisers three unique
benefits.
First, it provides advertising and promotional material specifically
targeted to the managed care decision makers - the case managers.
Second, the delivery of this advertising is accomplished through a
familiar, common-place technology - the personal computer.
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The third benefit is that it provides maximum and immediate
interactivity between the manufacturer-advertiser and the decision maker with
minimal cost and resources.
Industry Overview
The health care delivery system is in the process of rapid change,
driven by those who pay most HMO heath bills - the employers and government, and
the HMOs themselves to ensure financial viability of their respective
organizations. Health care dollars are a valuable resource and with an
ever-aging population, a resource that must be maximized to ensure those
requiring a procedure, receive it in the most cost-efficient manner. For
example, Data Systems report in April 1995 that the share of America's top 3
HMOs; United Health Care, Foundation Health and U.S. Health Care all fell by
30%. This fall was directly attributable to the difficulty each experienced in
cost control.
The health care industry now accounts for one-seventh of America's
economy, and is the domain of primarily Top 1000 and Blue Chip business. This is
the time that HMOs are in a position to become financially more conscience of
the methods to be used in medical treatments with the escalating costs in all
areas of the industry. Many of the HMOs have taken action in this regard
resulting in reduced costs for all-inclusive health care from both the insurers
and HMOs. To continue to achieve this, HMOs must constantly seek measures to
reduce or eliminate costs by limiting tests, surgery, patient referrals and
hospital stays.
THE REGISTRANT'S STRATEGY
The Registrant will establish a multimedia Internet based, interactive
communications network allowing health care industry manufacturers to advertise
their innovative FDA approved products to key case managers, representing over
an estimated 200 managed care companies and HMOs throughout the United States.
Refer to the Registrant's Internet site at www.txsave.com .
The goal of the Registrant is to provide a virtual health care
information clearinghouse that will introduce and educate health care providers
on leading-edge pharmaceuticals and technologies available from health care
manufacturers. Manufacturers may showcase or advertise their products,
procedures, and techniques in several ways. These include live and recorded
video programs demonstrating technology and procedures, product monograph
libraries, banner advertising with direct links to manufacturers, and
participation in live interactive one-on-one or group discussions.
From a state-of-the-art Internet video studio, health industry
manufacturers can address and target their important messages and product
demonstrations to industry decision makers using prerecorded and live video,
with simultaneous on-line question and answer "chat" capability. Through this
system, case managers will be able to view new products and surgical procedures
on their own computers and have their questions answered by an expert in real
time.
Once the Registrant's network is activated, it will offer manufacturers
the fast track to case managers by providing a fully searchable, indexed
database of available leading-edge pharmaceuticals and technologies via a secure
Internet connection on their desktop or laptop computer. This educational
advertising vehicle will be called AMTneT.
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The Registrant will provide a safe and secure Internet host for both
manufacturer and HMO case manager alike.
THE REGISTRANT'S TECHNOLOGY
The Registrant will utilize a safe and secure Internet host environment
to achieve an effective and cost efficient service for all of its users. A
secure environment means one where all users can equally share and exchange
information without the concern of personal information being exploited or
profiled for purposes beyond the originator's intended application. A safe
environment means one where more than adequate firewalls are engaged and routine
security programs are initialized to combat computer viruses and cyber hackers.
Users will connect to AMTneT through several dial-up portals. They may
use any dial-up mode available, including but not limited to 28.8, 56 or ISDN
for easy access to the Registrant's network. From the users standpoint, most
personal computers will already have all the necessary software and hardware
required to make full use of the Registrant's network. The basic configuration
required would be; a color monitor, 32MB RAM, 28.8K modem or better, an
Audio/Video card, and an Internet browser - specifically Netscape 4.0 or better,
or Internet Explorer 4.0 or better. The Registrant's dial-up network will
support Macintosh System 7 and OS, Microsoft Windows 3.1, 95 and 98 operating
environments. Utilizing high speed dedicated connections, users will be assured
of a pure, safe connection, free of busy signals, hang time, and disconnects.
The network will initially run on three redundant DEDA dedicated servers.
Live, interactive video programming will be initiated from the
Registrant's Internet video studio. The studio will utilize three
state-of-the-art digital computers to ensure full 3-dimensional video, with a
fourth camera to be available for back-up. Likewise, prerecorded video
programming will also be made available on the Registrant's network. Utilizing
leading technologies such as Real Audio, Shockwave multimedia animation, video
streaming, interactive chat utilities, and push-pull technology the Registrant
has the blueprint for successful integration to stand and deliver.
MARKET ANALYSIS AND PLAN OF OPERATION
The Registrant will develop relationships with approximately twelve
leading medical technology manufacturers whose products reduce the cost of
medical treatment by up to approximately 50% by either eliminating or reducing
the need for hospitalization.
The manufacturers need a medium that will provide targeted, direct,
unfiltered, interactive communication with case managers and key decision
makers. The Registrant has the technology and expertise to do this safely,
securely, and cost effectively through the Internet.
HMOs and the manufacturers would sign service contracts that are
renewable. Thus, the viewer and sponsor contracts are for matching 3-year
periods (to permit sponsor identification with the initiative) and are renewed
automatically with penalties for early cancellation. Sponsor contracts guarantee
product category exclusivity. Viewing sites must represent a minimum of insured
lives.
Due to the intricate service structure, general complexity of operating
a service such as this, and the custom integration of Internet technology, there
are currently no competitors in the marketplace or on the near horizon. It is
the Registrant's belief that once its network is
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permanently activated, that there will really only be room for one company, the
Registrant, to provide this service. Nevertheless the Registrant realizes that
this might not be the case and other providers will see the opportunity and
might decide to do the same thing that the Registrant is planning.
In reality, HMOs cannot afford to provide or have their case managers
spend valuable time and resources juggling between Internet information
services. This ensures that the Registrant will have a proprietary network.
The Registrant will use a direct sales approach, supported by a
telemarketing effort to market its service. This sales effort would be focused
on two target markets:
1. Manufacturers of Pharmaceuticals and Medical Technology
The desired market, in this group, is those manufacturers that have
identified HMOs as one of their target markets.
2. HMOs and Case Managers
The Registrant has verbally received the full support of the National Case
Managers Association, the Registrant believes that this will expedite
bringing onboard most of the targeted HMOs and related case managers.
THE REGISTRANT'S WEBSITE
The Registrant is in the process of developing a website which can be
used by both the health care manufacturers and the HMOs. The website can be
found at www.txsave.com.
The Registrant has started to assemble clinically effective products
which will eventually be stream lined with a video presentation to provide an
easy and concise overview of these cost effective techniques and products.
The various products the Registrant has included on its website are as
follows:
1. HomeChoice - Automated PD System
This technique enables both clinicians and patients to overcome the
previous obstacles to effective home dialysis. It is a sophisticated
self check system that can identify specific problems and explain how
to fix it without interrupting treatment. The basic HomeChoice system
consists of a machine, disposal set (cassette, tubing and organizer)
and a handy carrying case.
2. ThermaChoice - Uterine Balloon Therapy
This technique is intended for the treatment of menorrhagia (excessive
uterine bleeding) due to benign causes in premenopausal woman whom
childbearing is complete. The procedure works thermally destroying the
endometrial lining of the uterus in three phases:
(i) catheter insertion and balloon inflation;
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(ii) treatment and monitoring; and
(iii) balloon deflation and catheler removal.
3. StereoGuide Breast Biopsy System
This technology is an acceptable alternative to open surgical biopsy
and is an efficient precise and minimally invasion system that quickly
performs extremely accurate needle core biopsies, needle locations and
fine-needle aspirations while minimizing patient discomfort. The
SteroGuide large-core biopsies are performed quickly using anesthesia,
without subjecting the patient to the trauma of more invasive, costly
and possibly disfiguring surgical biopsy.
4. Prostatron - TransUrethral Microwave Thermotherapy
This technology is a proven alternative for treating sympathetic benign
prostratic hyperplasia ("BPH"). The Prostraton is designed to reduce
BPH symptoms by delivering a controlled dose of microwave energy to the
prostate without damaging the urethra or other surrounding structures.
It offers rapid, pronounced and sustained relief of BPH symptoms in a
one-hour, minimally invasive outpatient therapy session that minimizes
the cost and risk associated with TURP.
5. Ultrafast CT - Electron Beam Tomography
This technique is a diagnostic imaging system which acquires CT data
ten times faster than conventional CT and displays physiologic motion
in real time. With the scan times as fast as 50 to 100 milliseconds,
Ultrafast CT freezes motion of moving organs, captures the beating
heart and permits evaluation and measurement of blood flow in all
vascular structures.
6. Coherent Lase Kit - Laser Assisted Spinal Endoscopy (LASE) Kit
This technology combines viewing, illumination, laser delivery,
steering, suction and irrigation into catheter only 1.7 mm in diameter.
With LASE, the intervertebral disc is approached using annular
fenestration technique. The 1.7 mm flexible, steerable LASE endoscope
is introduced into the disc through a 2.4 cm cannula. Visual inspection
of the annulus and nucleus pulposus is accomplished. Direct
visualization allows precise laser ablation with control and
verification of the volume of nucleus removed.
There is no guarantee that the Registrant will be able to have other products
displayed on its website since no contractual commitments have been made to date
with the health care manufacturers.
COST OF DEVELOPING THE CONCEPT
To date the Registrant has not received any revenue from the health
care manufacturers it has displayed on its website. Management was willing to
allow certain health care manufacturers to display their technology on the
website for no cost since it would allow the website to become a future selling
tool for the Registrant.
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COMPETITION
There are numerous companies seeking to develop Internet sites and
therefore they might decide to compete directly with the Registrant. The
Registrant does not have any patent protection, trademarks or copy rights which
can be used to enforce protection of its concept. There is no guarantee that
health care manufacturers, even when they are customers of the Registrant, will
be loyal and deal solely with the Registrant. The Registrant has not, to date,
identified any competition but realizes that there is a strong possible that
competition will be there if the Registrant's concept proves to be successful.
There exists no method of protecting itself against future competition.
ESTIMATED PROJECTIONS
PROJECTION OF REVENUE AND EXPENSES
For a one year period
(Unaudited - Prepared by Management)
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Revenue (i) $ 2,400,000
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Cost of sales
Advertising (ii) 60,000
Automobiles (iii) 19,800
Commissions (iv) 480,000
Entertainment (v) 60,000
Internet production, support and maintenance (vi) 300,000
Miscellaneous (vii) 24,000
Rent - multimedia studio (viii) 120,000
Training (ix) 60,000
Travel (x) 60,000
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Total cost of sales 1,183,800
Gross Profit 1,216,200
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General and administrative expenses
Accounting and audit (xi) 35,000
Bank charges and interest (xii) 500
Dues and subscriptions (xiii) 18,000
Legal (xiv) 100,000
Licenses and permits (xv) 15,000
Miscellaneous (xvi) 20,000
Office expenses (xvii) 65,000
Salaries and wages (xviii) 575,000
Telephone (xix) 65,000
Transfer agent's fees (xx) 15,000
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Total general and administrative expenses 908,500
ESTIMATE NET PROFIT FROM OPERATIONS $ 307,700
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(i) Revenue
For conservative purposes management has estimated revenue for only two
customers and/or advertisers during the first year of operations. Each customer
is required under contract to pay a minimum of $100,000 per month to display
their new technology on the website. Therefore, the total revenue during the
first twelve months of operations will be $2,400,000.
(ii) Advertising
The Registrant will advertise in various medical trade magazines used
by many of the health care manufacturers. In addition, the Registrant will also
advertise in magazines reviewed by the HMOs managers in hopes of stimulating
them to review the products on the website. The estimated cost for advertising
in these two types of magazines is approximately $5,000 per month.
(iii) Automobiles
The Registrant will lease three automobiles for its sales people at a
monthly rental charge of approximately $350. Insurance and maintenance costs are
estimated to be approximately $200 per month for each car. The total lease and
maintenance costs are estimated to be $19,800. Gas and oil is included under
Travel below.
(iv) Commissions
The Registrant will employ independent outside agencies to seek out and
interest health care manufacturers in the Registrant's concept. It is estimated
that a commission of 20% of the gross revenue on the advertising revenue they
produce will be paid to these agencies. Based on the above projections this will
amount of $480,000. Management has not yet identified any independent outside
agencies that it will employ for marketing its concept.
The Registrant will hire three full time sales persons at an annual
salary of $30,000 each. In addition they will receive a 10% bonus on any sales
made by them. No estimate has been made in the Projected Revenue and Expense
schedule as to the estimated bonus to be payable to the full time sales persons
since it has been assumed that the first two customers will have been introduced
by the independent outside agencies. The salaries to the sales people is
included under (xviii) Salaries and Wages below.
(v) Entertainment
It is estimated that the Registrant will incur $5,000 each month in
entertainment expenses, being mainly market development of health care
manufacturers and HMOs mangers.
(vi) Internet production, support and maintenance
To maintain the website and develop new products and technology
thereon, the Registrant will have to have a capable staff to administer this
area. It is estimate that a manager of this area will be hired at a cost of
$80,000 per year, three fully trained specialists in the website area at a cost
of $60,000 each and an assistant at a cost of $40,000. The total salaries for
this department will be $300,000 on an annual basis.
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(vii) Miscellaneous
An estimated $24,000 has been accrued as miscellaneous expenses which
at the present time are unknown to management but might be incurred during the
Registrant's period of operations.
(viii) Rent
The Registrant will require an office studio for general administration
purposes and for preparation of material for its website including video
productions. The Registrant will be able to have its offices located in the
outer areas of Toronto thereby reducing its monthly rental. It is estimated that
the cost of an office for these purposes will be approximately $10,000 per
month.
(ix) Training
The Registrant will incur certain costs associated with training its
sales personnel and in training its technical people. An estimated of $60,000
has been budgeted to cover the training costs. Training will be mainly handled
internally but the projected cost assumes that on occasion outside personal will
have to be hired for specific training steps.
(x) Travel
Certain dollars will be require to cover traveling costs to meet with
both the health care manufacturers and the HMOs. In addition, actual cost of
operating the three vehicles leased by Registrant for use by its sales people
will have to be taken into consideration. It has been estimated that
approximately $5,000 per month will have to be spend for travel and automobile
operating costs.
(xi) Accounting and audit
The Registrant will be required to file Forms 10QSB and 10KSB once it
becomes a reporting company. The Registrant will have to hire a full time
accountant/Controller whose wages are included under (xviii) Salaries and wages.
The Registrant will require an annual audit of its records and any tax reports
which may be required outside of the State of Nevada..
(xii) Bank charges and interest
Represents the normal bank service charges which will be incurred in
using the Bank of Montreal as the Registrant's banker.
(xiii) Dues and subscriptions
The Registrant will incur certain dues to organizations in the medical
field. At this time the Registrant has not identified which organizations these
will be. In addition the Registrant will want to subscribe to numerous medical
periodicals and journals in order to identify new customers and products. It has
been estimated that the monthly cost for dues and subscriptions will be
approximately $1,500.
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(xiv) Legal
Legal services will be required in the preparation of legal contracts
with health care manufacturers. Even though a standard contract can be used in
many cases there will be a need to use legal services to customize certain
contracts to adhere to the requirements of the customer. In addition, legal
expenses will be incurred if sales are to be made in certain states where the
law requires a specific contractual obligation. Due to the present uncertainty
as to the cost of legal services the Registrant has budgeted an estimated amount
of $100,000.
(xv) Licenses and Permits
The Registrant will have to obtain certain licenses and permits to
operate. For example, to operate in any of the provinces of Canada, the
Registrant will have to ex-provincially register as a foreign company doing
business in that province.
(xvi) Miscellaneous
The Registrant has budgeted $20,000 as miscellaneous expenses which
will cover the majority of unknown expenses during the first year of operations.
(xvii) Office expenses
Included in this estimated figure of $65,000 for office expenses is the
cost of either leasing or purchasing office furniture and equipment. Therefore
this cost will cover photocopier, fax, computer and printer leases. The cost of
stationery and general office supplies is estimated to be approximately $10,000
which is included in the above noted figure.
(xviii) Salaries and wages
The Registrant will have salaries and wages in the amount of $575,000
allocated to the following individuals, excluding the technical support staff
mentioned under (vi) - Internet Production, Support and Maintenance.
President $ 150,000
Vice-President 120,000
General Manager 80,000
Secretary to the above officers 40,000
Three sales persons @ $30,000 each 90,000
Office assistant 25,000
Accountant / Controller 70,000
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Estimated to cost of salaries and wages $ 575,000
=======
Other than the President of the Registrant, the other employees will have to be
hired once the Registrant has the funds available to do so.
(xix) Telephone
Telephone charges for the period have been estimated at $65,000 due the
frequency of long distant calls with various health care manufacturers and HMOs
managers. The Registrant will
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attempt to reduce these charges by using discount long distant carriers.
Nevertheless, for conservative purposes telephone charges have been estimated
higher than anticipated.
(xx) Transfer agent fees
The Registrant will require the services of a transfer agent to
maintain its shareholders' record and issue and cancel share certificates as
requested by management and shareholders. The annual cost to the Registrant of
using the services of Nevada Agency & Trust Company is $1,200 which does not
include the cost of issuing and canceling shares. Therefore, an estimated annual
charge, including the yearly fee of $1,200, has been estimated at $15,000.
RISK FACTORS
There are certain inherent risks with the Registrant's concept from the
point of view of the Registrant and its shareholders as follows:
o The website industry is highly competitive and has relatively few barriers
to entry. If the Registrant's website is viable, the Registrant runs the
risk of more established companies and of unknowns copying the concept,
which would impact the availability of medical manufacturers and potential
customers, which would adversely affect revenue.
o There is no certainty that any expenditures made in the development of the
website will result in profitable operations. Many companies fail due to
being under-capitalized or not been able to attract long-term customers.
o The success of the Registrant's business plan is dependent in part on
management's ability to identify and acquire suitable medical manufacturers
who have the product that is of interest to the HMOs managers.
o The Registrant has no operating history, nor does the Registrant have a
management team with medical equipment knowledge. The Registrant will have
to seek outside individuals with the expertise in these area to assist in
the future development of the Registrant. There are no assurances the
Registrant will have the ability to attract the personnel necessary to
fulfill this function and allow the Registrant to operate efficiently in
the future.
o There are no assurances that the Company will be able to raise the funds
necessary to further design the website concept as may be required in the
future. Accordingly, investors in this venture run the risk of losing their
investment.
o Out of the 14,197,300 shares issued and outstanding, David Luciuk, President
of the Registrant, owns 4,000,000 shares, Director and Secretary Treasurer,
Philip Yee, owns 1,000 shares and David Zosiak, Director, own 2,000,000
shares representing 42% of the stock issued. There is very little chance
that any individual or group of individuals can exercise their shareholders'
voting right to replace either of these three directors. Therefore, these
three individuals effectively control the Registrant and can dedicate policy
as they determine it.
o Some of the Directors of the Registrant are also directors and officers of
other companies and conflicts of interest may arise between their duties as
directors of the Registrant and as directors, officers of other companies.
Even with full disclosure by all the directors and
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officers, the Registrant cannot insure that it will receive fair and
equitable treatment in every transaction.
OTHER CONCEPTS
The Registrant has not identified any other concepts and will
concentrate its entire attention to the development of the website concept it is
presently developing.
EMPLOYEES
As at November 30, 1999, the Registrant did not have any employees
either part time or full time other than the Messrs, Luciuk, Zosiak and Yee who
are officers and directors of the Registrant and therefore are considered
employees. At this time the directors and officers do not devote full time to
the activities of the Registrant.
The Company is considering the employment of a Vice President whose
duties will comprise the development and refining of the corporate strategies,
the overall administration of the business including all aspects of location
negotiations. In addition, a general manager will be hired to administer the
daily operations of the Registrant. A secretary will be responsible to the
President, Vice President and general manager. In addition to three sales
persons and the four internet support employees the Registrant will require an
accountant/controller. None of these people have been identified yet nor has any
negotiations started with them.
REPORTS TO SECURITIES HOLDERS
Prior to filing this Form 10-SB, the Registrant has not been required
to deliver annual reports. To the extent that the Registrant is required to
deliver annual reports to security holders through its status as a reporting
company, the Registrant shall deliver annual reports. Also, to the extent the
Registrant is required to deliver annual reports by the rules or regulations of
any exchange upon which the Registrant's shares are traded, the Registrant shall
deliver annual reports. If the Registrant is not required to deliver annual
reports, the Registrant will not go to the expense of producing and delivering
such reports. If the Registrant is required to deliver annual reports, they will
contain audited financial statements as required.
Prior to the filing of this Form 10-SB, the Registrant has not filed
reports with the Securities and Exchange Commission. Once the Registrant becomes
a reporting company, management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate proxy material will have to be
filed as they come due. If the Registrant issues additional shares, the
Registrant may file additional registration statements for those shares.
The public may read and copy any material which the Registrant files
with the Securities and Exchange Commission at the Commission's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding the issuers that file electronically with the Commission. The Internet
address of the Commission's site is (http://www.sec.gov).
14
<PAGE>
YEAR 2000 COMPUTER PROBLEMS
The Registrant is dependent on computer technology in its business
operations even though it does not itself own any computers at the present time.
Nevertheless every business and professional person the Registrant uses are
reliant on computers which reliance has a direct effect on the Registrant.
The "Year 2000 problem" arose because many existing computer programs
use only the last two digits of a year. Therefore, these computer programs do
not properly recognize a year that begins with "20" instead of "19". If not
corrected, many computer applications could fail or create erroneous results.
The extent of the potential impact of the Year 2000 problem is not yet known,
and if not corrected in a timely manner, it could effect the global economy. No
country, government, business, or person is immune from the potential
far-reaching effects of Year 2000 problems. Some estimates that include not only
software and hardware costs, but also cost related to business interruption,
litigation and liability, run into the hundreds of billions of dollars.
The Registrant has determined that the consequences of its Year 2000
issues are likely to be material, in that a breakdown in the economy due to the
Year 2000 problem might endanger its chances of exploring its property since
assay companies, geologists and report writers are reliant upon computers. The
Registrant has:
1. investigated computer software for future purchase whereby the Year
2000 issue has been addressed and corrected. The Registrant is in the
state of readiness to purchase software, if it proves to have resolved
the Year 2000 problem, at the time it acquires its own computer
hardware.
2. incurred no cost, as yet, to address the Year 2000 issue but expects
its costs in the future will be for the purchase of computers and
software which have resolved the Year 2000 problem.
3. acknowledged the risk it faces with the Year 2000 issue from its
professionals who have not addressed the Year 2000 issue and hence can
no longer operate once the Year 2000 is upon the business community.
4. a contingency plan in that it will discuss with its professionals their
contingency plans and if they have not addressed the Year 2000 problem
the Registrant will switch to other professionals who have. There is no
guarantee the Registrant will be successful in identifying those
professions who have addressed the Year 2000 issue.
In summary, the problem is a massive, pervasive, complex, world-wide
phenomena that could, in a worst-case scenario, totally shut down and destroy
the Registrant's business operations.
This discussion contains forward-looking statements regarding the
Registrant's Year 2000 problems and their effect on the Registrant.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The discussion contained in this Item 2 is "forward looking" since it
includes, without limitation, statements regarding the Registrant's
expectations, beliefs, intentions or strategies regarding
15
<PAGE>
future business operations and projected earnings from its website operations,
which are subject to may risks.
All forward-looking statements included in this document are based on
information available to the Registrant on the date hereof. The Registrant's
actual results may differ materially as a result of certain factors, including
those set forth hereafter and elsewhere in this Form 10-SB. Potential investors
should consider carefully the previously stated factors, as well as the more
detailed information contained elsewhere in this Form 10-SB, before making a
decision to invest in the common stock of the Registrant.
The Registrant has not received any revenue from operations since its
inception on February 3, 1999 immediately proceeding of the filing of this Form
10-SB.
PLAN OF OPERATIONS
The Registrant has to date concentrated on its website development. The
Registrant has no plans to seek other investment opportunities other than the
development of its website. Subject to the availability of financing, the
Registrant will seek to increase its inventory of medical care equipment on its
website and to develop a business relationship with both health care
manufacturers and HMOs managers. The Registrant will seek to generate such funds
it requires through the sale of securities and/or institutional financing. If an
underwriter can be found, a public offering of common stock will be considered;
alternatively the Registrant will seek to raise funds through a private offering
of securities to an institutional buyer or through a registered broker dealer.
The Registrant does not presently have any financing arranged for nor has any
underwriter yet expressed interest in such offering, and there can be no
assurance that an underwriter can be found on terms acceptable to the
Registrant. In the absence of such financing, the Registrant may be unable to
put its plans into effect.
The Registrant does not have sufficient cash on hand to meet the
requirements of maintaining it as an operating entity by satisfying its current
accounts payable and future payments to auditors, transfer agent and filing
fees. In addition, it does not have sufficient funds on hand to expand the
website. There is the possibility that there might not be sufficient funds
available over the next twelve months to maintain operations if the cost of
developing the website is substantially greater than estimated by management.
Management will continue to discuss with health care manufacturers the
availability of their new products and techniques for display on the
Registrant's website. The cost to do these discussions will be minimal since
management will undertake to do it rather than engage the services of a
consulting firm or individual consultant.
The Registrant does not plan to acquire additional assets in the
immediate future.
The Registrant anticipates increases in the number of employees once
operations commence.
LIQUIDITY AND CAPITAL RESOURCES
As at October 31, 1999, the Registrant had $1,937 of assets, and $1,936
of liabilities. The cash equivalent as at October 31, 1999 was $1,937.
The Registrant has no contractual obligations for either lease premises
or employment agreements and has made no commitments to acquire any assets of
any nature.
16
<PAGE>
Operational and administrative expenses of the Registrant for 2000 are
projected to be approximately $15,000 which is made up of audit ($1,500),
general office expenses - ($3,000), transfer agent's fees ($1,000), website
development - ($9,000) and miscellaneous ($500). The current cash position is
not sufficient to pay the above noted expenses and therefore the officers and
directors will have to advance additional funds to the Registrant.
Since February 3, 1999, the date of incorporation, to October 31, 1999,
the date of the attached audited financial statements, the Registrant has
incurred the following expenses:
<TABLE>
<CAPTION>
<S> <C> <C>
Accounting and audit (i) $2,250
Bank charges (ii) 157
Business plan (iii) 6,700
CD Rom development (iv) 7,550
Consulting (v) 6,813
Incorporation costs written off (vi) 670
Management fees (vii) 4,500
Office (viii) 3,329
Rent (ix) 1,900
Telephone (x) 1,147
Transfer agent's fees (xi) 2,430
Travel (xii) 1,138
-----
Total Expenses $ 38,584
========
</TABLE>
(i) Accounting and audit - $2,250
The Registrant had its financial statements audited as at April 30, 1999 (pages
33 to 40). The audit fees were $1,500, and the accounting fees, for the
preparation of the working papers for both the audit file and the interim
financial statements as at October 31, 1999 (pages 41 to 47), was $750 for a
total of $2,250.
(ii) Bank charges - $157
Monthly service charges for operating the account as charged by the Bank of
Montreal were $157 from the date of incorporation.
(iii) Business plan - $6,700
Fee for preparing the Business Plan for the Registrant.
(iv) CD Rom development - $7,550
Payment made for the development of a CD Rom about the Registrant's business
activities.
(v) Consulting fees - $6,813
The Registrant paid $6,813 consulting fees to an individual for various services
he performed on behalf of the Registrant mainly in the area of contacting
manufacturers of medical equipment, investing new areas of technological
development in the medical field and assisting in the formatting of the
Registrant's website.
17
<PAGE>
(vi) Incorporation costs written off - $670
The Registrant has treated the cost of incorporation as period costs and has
written it off as an expense in the current period rather than capitalize it and
amortize it over a period of time.
(vii) Management fees - $4,500
The Registrant has not paid any fees to its directors or officers during the
current period. Nevertheless, the Registrant realizes that there is a cost
involved in the directors and officers devoting time and effort to the affairs
of the Registrant. Therefore, a management fee of $4,500 has been expensed and
credited to capital contribution during the current period.
(viii) Office - $3,329
Office is comprised of the printing of cheques, delivery, photocopy, fax charges
and other costs incurred since inception of the Registrant.
(ix) Rent - $1,900
The Registrant uses the office of its President as its office for the period
from inception to April 30, 1999. No charge was incurred by the Registrant.
Nevertheless, the Registrant recognizes that there is a cost to using an office
and therefore has expensed $900 and credited capital contribution for a similar
amount. Since May 1 to October 31, 1999 the Registrant has incurred actual costs
of $1,000 and has paid for these in cash. The rent costs for this period has
been charged to rental expense in the statement of operations.
(x) Telephone - $1,147
The Registrant has not been charged for any telephone charges incurred by its
President during the early stages of development of the Registrant. For the
period in question, being from inception to April 30, 1999 the Registrant
recognized the fact that there is a telephone cost to operating a business and
therefore expensed $300 with an offsetting credit to capital contribution. This
expense was determined on the fair market value of obtaining a telephone line
and operating it for a three-month period. For the period from May 1 to October
31, 1999, the Registrant has incurred actual costs of $844. This has been paid
and expensed in the current period.
(xi) Transfer agent's fees - $2,430
Transfer agent's fees are made up of the annual fee of $1,200 paid to maintain
the account with the transfer agent and $1,230 for preparation and issuance of
share certificates. The Registrant has treated the annual cost of $1,200 as a
period cost and has written it off in the current period rather than amortizing
it over the entire year.
(xii) Travel - $1,138
The travel cost of $1,138 comprises the cost of travelling during the period
since inception.
Management estimates that the current funds on hand will be sufficient
to satisfy all current outstanding accounts payable but will leave no additional
funds for working capital. The funds required over the next twelve months will
be for filing fees, accounting fees, general office
18
<PAGE>
expenses, and further development of the Registrant's website. As mentioned
previously, the estimated cost of these future expenses are $15,000.
The Registrant's auditor has qualified his audit opinion as at April
30, 1999 as to whether the Registrant is a going concern as follows:
"The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."
In Note 5 management has indicated the Registrant will need additional
capital to be successful in its planned activity and continuation of the
Registrant as a going concern is dependent upon obtaining additional working
capital and the management of the Registrant has developed a strategy, which it
believes will accomplish this objective through additional equity funding, and
long term financing, which will enable the Registrant to operate in the future.
The management is willing to advance the necessary funds, comprising of
audit($1,500), general office expenses($3,000), transfer agent's fees($1,000),
website development($9,000) and miscellaneous($500). The advancement of these
funds will maintain the Registrant in good standing financially for an
additional year but will not provide sufficient funds to expand its present
website or develop health care manufacturers as future customers.
Management does not believe the Registrant's operations have been
materially affected by inflation.
INVESTMENT POLICY
The Registrant's plan of operations is focused on the continued
development of its website and the increased base of a variety of health care
manufacturers and HMOs managers. Accordingly, the Registrant has no particular
policy regarding each of the following type of investments:
1. Investment in real estate or interest in real estate;
2. Investment in real estate mortgages; or
3. Securities of or interest in persons primarily engaged in real
estate activities.
ITEM 3. DESCRIPTION OF PROPERTY
The Registrant is in the process of establishing a multimedia Internet
based, interactive communication network providing health care industry
manufacturers with access to key case managers representing approximately 200
managed care companies and HMOs throughout the United States and Canada. The
initial website can be examined at www.txsave.com. The Registrant will have to
expand its base of health care manufacturers and HMOs managers to become a
viable company.
OFFICES
The Registrant's executive offices are located at Suite 13 A - 63
Roehampton Avenue, Toronto, Ontario, Canada, M4P 1R1. The office is located in
the personal residence of the Registrant's President.
19
<PAGE>
OTHER PROPERTY
The Registrant does not own any other property. At the present time,
the Registrant has no plans to acquire any other property.
INCORPORATION IN THE STATE OF NEVADA
The Registrant incorporated in the State of Nevada rather than British
Columbia mainly due to the tax reasons. In British Columbia the provincial
government imposes a capital tax based on the number of issued and outstanding
shares. This is an annual tax. In addition both the Federal and Provincial
Governments impose tax on any profits made. This tax could range as high as 51%
of net income. By having a Nevada based company the Registrant will only be
subject to a 15% withholding tax as set forth in the Canada/ US Tax Treaty. The
State of Nevada has no corporate tax.
PUBLIC ANNOUNCEMENTS
The Registrant has made no public announcements of any kind prior to
the filing of this Form 10-SB other than the Registrant has filed a Form 15c-211
with NASD Regulators, Inc. and has obtained an unpriced quotation on the NQB
Pink Sheets. This Form 10-SB, once filed with the United States Securities and
Exchange Commission, will be available to the public.
PATENTS, TRADEMARKS, LICENSES, ETC.
The Registrant does not have any patents, trademarks, licenses,
franchises, commissions, royalty payments or labor contracts.
RESEARCH AND DEVELOPMENT
The Registrant has spent no money since inception on research and
development activities.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Registrant to be the
beneficial owner of more than 5% of the Registrant's Common Stock as of November
30, 1999.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF BENEFICIAL OF BENEFICIAL OF
CLASS OWNER OWNERSHIP (1),(2) CLASS (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common DAVID M. LUCIUK (i) 4,000,000 28.17%
Shares Suite 13A-63 Roehampton Avenue
Toronto, Ontario
Canada, M4P 1R1
Common DAVID ZOSIAK (ii) 2,000,000 14.09%
Shares 2267 Lorraine Avenue
Coquitlam, British Columbia
Canada, V3K 2M8
</TABLE>
20
<PAGE>
(1) As of November 30, 1999 there were 14,197,300 common shares
outstanding. Unless otherwise noted, the security ownership disclosed
in this table is of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but
subject to options, warrants, rights, conversion privileges pursuant to
which such shares may be acquired in the next 60 days are deemed to be
outstanding for the purpose of computing the percentage of outstanding
shares owned by the persons having such rights, but are not deemed
outstanding for the purpose of computing the percentage for such other
persons.
(i) David M. Luciuk, the President and Director of the Registrant,
purchased for cash 4,000,000 shares at a price of $0.001 per share. All
these shares were issued pursuant to the exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended. Each of
the share certificates has the appropriate legend restricting their
sale and transfer.
(ii) David Zosiak, a director of the Registrant, purchased for cash
2,000,000 shares at a price of $0.001 per share. All these shares were
issued pursuant to the exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended. Each of the share
certificates has the appropriate legend restricting their sale and
transfer.
Security Ownership of Management
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of November 30, 1999.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF BENEFICIAL OF BENEFICIAL OF
CLASS OWNER OWNERSHIP (1),(2) CLASS (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common DAVID M. LUCIUK 4,000,000(3) 28.17%
Shares Suite 13A-63 Roehampton Avenue
Toronto, Ontario
Canada, M4P 1R1
Common DAVID ZOSIAK 2,000,000 (3) 14.09%
Shares 2267 Lorraine Avenue
Coquitlam, British Columbia
Canada, V3K 2M8
Common PHILIP YEE 1,000(3) 0.007%
Shares 2268 Dundas Street
Vancouver, British Columbia
Canada, V5K 1P9
All officers and directors as a 6,001,000 42.267%
group (three persons)
</TABLE>
21
<PAGE>
(1) As of November 30, 1999, there were 14,197,300 common shares
outstanding. Unless otherwise noted, the security ownership disclosed
in this table is of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but
subject to options, warrants, rights, conversion privileges pursuant to
which such shares may be acquired in the next 60 days are deemed to be
outstanding for the purpose of computing the percentage of outstanding
shares owned by the persons having such rights, but are not deemed
outstanding for the purpose of computing the percentage for such other
persons. None of the directors or officers have any options, warrants,
rights or conversion privileges outstanding.
(2) Mr. Luciuk is President and a Director of the Registrant and one of the
controlling shareholders. This stock is restricted since it was issued
in compliance with the exemption form registration provided by Section
4 (2) of the Securities Act of 1933, as amended. After this stock has
been held for one (1) year, Mr. Luciuk could sell a percentage of his
shares every three months based on 1% of the outstanding stock.
Therefore, this stock cannot be sold except in compliance with the
provisions of Rule 144.
Mr. Zosiak is a Director of the Registrant and one of the controlling
shareholders. This stock is restricted since it was issued in
compliance with the exemption form registration provided by Section 4
(2) of the Securities Act of 1933, as amended. After this stock has
been held for one (1) year, Mr. Zosiak could sell a percentage of his
shares every three months based on 1% of the outstanding stock.
Therefore, this stock cannot be sold except in compliance with the
provisions of Rule 144.
Mr. Yee is a director of the Registrant. This stock is restricted since
it was issued in compliance with the exemption form registration
provided by Section 4 (2) of the Securities Act of 1933, as amended.
After this stock has been held for one (1) year, Mr. Yee could sell a
percentage of his shares every three months based on 1% of the
outstanding stock. Therefore, this stock cannot be sold except in
compliance with the provisions of Rule 144.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the Registrant's directors and executive
officers as of November 30, 1999. Directors are elected at the Registrant's
annual meeting of stockholders and hold office until their successors are
elected and qualified. The Registrant's officers are appointed annually by the
Board of Directors and serve at the pleasure of the Board.
<TABLE>
<CAPTION>
TERM AS
DIRECTOR
NAME POSITION HELD EXPIRES
---- ------------- -------
<S> <C> <C>
David Luciuk President and Director 2000
David Zosiak Director 2000
Philip Yee Secretary Treasurer --
</TABLE>
David Luciuk
David Luciuk, 55, graduated from high school in Ontario before
accepting a position as a chartered accountant student with the firm of
Winspear, Higgans, Stevenson and Doane. In 1967,
22
<PAGE>
after three years with Winspear, Higgans, Stevenson and Doane and obtaining his
degree as a chartered accountant, Mr. Luciuk took a position with IBM Canada
until 1972. In 1972, he became Controller for Dominion Stores and subsequently
worked in various positions with Dominion Stores such as Director of Corporate
Planning, Executive Assistant to the President and Director of Auditing. In
1985, Mr. Luciuk started his own consulting firm, D.M. Luciuk & Associates
offering various consulting services to industry. In 1987, he became Vice
President of Finance and Corporate Development for Mayfield Property Management
Inc, previously a subsidiary of Cadillac Fairview. In 1994 Mr. Luciuk became
Vice President of Corporate Developments for Canada All Sports Complexes Inc. In
1995 he became and still is an independent financial consultant.
David Zosiak
David Zosiak, 34, graduated from Centennial Senior Secondary School in
1981 and subsequently attended Douglas College where he obtained a marketing
management diploma in 1984. Subsequent to graduation he became employed with
McDermid St. Lawrence Chisholm Ltd., a brokerage house in Vancouver, Canada
where he worked as a sales assistant. From 1991 to 1994 he was employed by Esso
Avitat as a driver for fuel trucks and other assorted assignments. In 1994, he
was employed by Georgia Pacific Securities as a stockbroker before changing
firms and moving to Wolverton Securities in 1995 where he worked with a national
and international clientele to achieve their financial portfolio goals. In 1997
he became an investors relations consultant who liased with shareholders
regarding the status of their investments.
Mr. Zosiak is a director of Accord Ventures Inc., a company having a
quotation on the OTC Bulletin Board. Other than this company and the Registrant,
he is not a director or officer of any other company under the Securities and
Exchange Act of 1934.
Philip Yee
Philip Yee was born in Vancouver, British Columbia in 1963. Having
graduated from high school he attended the University of British Columbia and
graduated with a Bachelor of Commerce degree in 1986 before attending City
University where he obtained a Masters of Business degree in 1989. In 1991 he
became a member of the Institute of Certified General Accountants of British
Columbia. In 1996 he obtained his degree as a Certified Public Accountant from
the Washington State Board of Accountants and subsequently became a member of
the Institute of Internal Auditors. During his entire educational period, Mr.
Yee worked for various companies as follows:
<TABLE>
<CAPTION>
TYPE OF YEARS OF
NAME OF COMPANY BUSINESS EMPLOYMENT POSITION LOCATION
--------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C>
Augusta Corporation Mineral 1997-1999 Controller Vancouver, BC
Exploration
Can-Chi Group of Companies Venture Capital 1992-1997 Accountant Vancouver, BC
Canadian Connection Group Investments in 1990-1992 Accountant Vancouver, BC
futures
23
</TABLE>
<PAGE>
Mr. Yee has not been an officer or director of a public company other
than Sweetbrier Corporation, a corporation listed on the OTC Bulletin Board
presently under the name of Dippy Foods Inc. Mr. Yee is no longer a director and
officer of that company and is not a director or officer of any other OTC
Bulletin Board company other than the Registrant and Anyox Resources Inc, a
company applying for a quotation on the OTC Bulletin Board.
Mr. Philip Yee was the incorporating director of the Registrant..
None of the Directors or Executive Officers work full time for the
Registrant, but intend to devote such time as their responsibilities require.
None of the Registrant's Directors are currently directors of other companies
registered under the Securities and Exchange Act of 1934 other than as noted
above for Messrs. Zosiak and Yee.
There are no family relationships between the directors, executive
officers or with any person under consideration for nomination as a director or
appointment as an executive officer of the Registrant. The directors and
officers of the Registrant act as promoters. There are no other individuals who
act or are considered to be promoters for the Registrant.
CHANGE OF CONTROL
There are no arrangements that may result in a change of control.
ITEM 6. EXECUTIVE COMPENSATION
None of the Registrant's executive officers have received compensation
since the Registrant's inception.
The following table sets forth compensation paid or accrued by the
Registrant during the period ended October 31, 1999 to the Registrant's
President and shows compensation paid to any other officers or directors.
SUMMARY COMPENSATION TABLE (1999)
<TABLE>
<CAPTION>
Long Term Compensation (US Dollars)
-----------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Principal Comp. awards SAR payouts sation
position Year Salary ($) ($) (#) ($) ($)
-------- ---- ------ --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
David M. Luciuk 1999 -0- -0- -0- -0- -0- -0-
President and
Director
David Zosiak, 1999 -0- -0- -0- -0- -0- -0-
Director
Philip Yee, 1999 -0- -0- -0- -0- -0- -0-
Secretary Treasurer
</TABLE>
There has been no compensation given to any of the Directors or Officers during
1999. There are no stock options outstanding as at November 30, 1999 and no
options have been granted in 1999, but it is contemplated that the Registrant
may issue stock options in the future to officers, directors, advisers and
future employees.
24
<PAGE>
COMPENSATION OF DIRECTORS
Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None of the officers and directors of the Registrant have been involved
in the past five (5) years in any of the following:
(1) Bankruptcy proceedings;
(2) Subject to criminal proceedings or convicted of a criminal act;
(3) Subject to any order, judgment or decree entered by any Court
for violating any laws relating to business, securities or
banking activities; or
(4) Subject to any order for violation of federal or state
securities laws or commercial laws.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Registrant has never before filed a prospectus specified under
Section 10(a) of the Securities Act of 1933 at this time. The Registrant raised
funds from its officers' and directors' relatives, friends and business
associates as more fully described below.
Shares issued to Directors
On February 14, 1999 two directors of the Registrant subscribed for
6,000,000 shares at $0.001 per share for cash consideration totaling $6,000. In
addition, on February 24, 1999, the other director subscribed for 1,000 shares
each at $0.25 per share for a total consideration of $250.
The breakdown of the shares issued to these three directors at both
$0.001 per share and $0.25 per share is as follows:
PRICE PER
DIRECTOR SHARE NUMBER OF SHARES
-------- ----- -----------------
David Luciuk $ 0.001 4,000,000 shares
David Zosiak 0.001 2,000,000 shares
Philip Yee 0.25 1,000 shares
All the above noted stock is restricted since they were issued in
compliance with the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. After this stock has been held for one year,
the holders of these shares of the Registrant could sell a percentage of their
shares every three months based on 1% of the outstanding stock in the
Registrant. Therefore, this stock can be sold after the expiration of one year
in compliance with the provisions of Rule 144. There are "stop transfer"
instructions placed against this stock and a legend is imprinted on each stock
certificate.
Shares issued at $0.002 to non-directors and officers
25
<PAGE>
On February 16, 1999 the Registrant accepted subscription agreements
from 12 individual corporations for a total number of 8,155,000 shares at a
price of $0.002 per share. All shares were paid for in cash which amounted to
total receipts of $16,310. These shares were issued in accordance with the
exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended and an appropriate Form D was filed in
connection with the issuance of these shares. The names of the corporation, the
principal officer and the number of shares purchased for each corporation are
listed below:
<TABLE>
<CAPTION>
NAME OF CORPORATION PRINCIPAL NUMBER OF SHARES
------------------- --------- ----------------
<S> <C> <C>
Portsail Overseas Ltd. Maria Scott 687,500
Principal Corp. Amir Sosa 662,500
Ravensburg Kapital GmbH Marie Gabb 675,000
Neptunis Marine Limited Jessica Garbutt 687,500
Camaret Freres S.A. Joy Vernon-Godfrey 675,000
Kingmoor Capital Ltd. Tracey Williams 700,000
Waterloo Investments Inc. Clifford Wilkins 662,500
Casa Venturas S.A. Keith King 650,000
La Ola Desarrollos S.A. David Finzer 700,000
Grupo Sisko S.A. Richard Smith 700,000
Mesa Desarrollos S.A.. Michael Laidlaw 705,000
Stonecroft Holdings Ltd. Ronald Lui 650,000
</TABLE>
Shares issued at $0.25 per share to other shareholders
On March 3, 1999, the Registrant approved the issuance of the following
shares to individuals listed below for the consideration of $0.25 per share. All
shares were paid for in cash for a total consideration of $10,575. These shares
were issued in accordance with the exemption from registration provided by Rule
504 of Regulation D of the Securities Act of 1933, as amended and an appropriate
Form D was filed in connection with the issuance of these shares.
NUMBER OF
SHAREHOLDER SHARES
----------- ------
John Walker 1,000
Carol Finley 1,000
Glyn Hethey 1,500
Robin Hethey 2,000
Judy Mide 2,500
Carsten Mide 2,500
Mary Hethey 4,000
Michael J. Kennaugh 1,800
Stacey Bligh 1,000
Philip Yee (Director) 1,000
Andrea Luciuk 1,500
Mary Clare Luciuk 1,000
Mark Luciuk 2,000
John Paul Luciuk 1,500
Jim Luciuk 2,000
Margaret Luciuk 1,000
Charles Hethey 4,000
James Hethey 4,000
Raymond Contoli 2,750
Randy Contoli 2,250
E. Del Thachuk 1,000
J. R. Krushnisky 1,000
26
<PAGE>
Initially the directors and officers had contributed time, office
space, telephone, and other expenses, without compensation or reimbursement. The
Registrant has given recognition to this contribution for the period from
inception to April 30, 1999 inclusive by including them in expenses and
crediting capital surplus the following amounts:
Management fees $ 4,500
Rent 900
Telephone 300
-------
$ 5,700
Certain directors of the Registrant are directors, officers,
stockholders and/or employees of other companies, and conflicts of interest may
arise between their duties as directors of the Registrant and as directors,
officers of other companies. All such possible conflicts will be disclosed and
the directors concerned will govern themselves in respect thereof to the best of
their ability in accordance with the obligations imposed on them under the laws
of the State of Nevada.
All officers and directors are aware of their fiduciary
responsibilities under corporate law, especially insofar as taking advantage,
directly or indirectly, of information or opportunities acquired in their
capacities as officers and directors of the Registrant. Any transaction with
officers or directors will only be on terms consistent with industry standards
and sound business practice in accordance with the fiduciary duties of those
persons to the Registrant, and depending upon the magnitude of the transactions
and the absence of any disinterested board members, the transactions may be
submitted to the shareholders for their approval in the absence of any
independent board members.
ITEM 8. DESCRIPTION OF SECURITIES
The Registrant's articles of incorporation currently provide that the
Registrant is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at November 30, 1999, 14,197,300 shares were outstanding.
COMMON STOCK
Each holder of record of the Registrant's common stock is entitled to
one vote per share in the election of the Registrant's directors and all other
matters submitted to the Registrant's stockholders for a vote. Holders of the
Registrant's common stock are also entitled to share ratably in all dividends
when, as, and if declared by the Registrant's Board of Directors from funds
legally available therefore, and to share ratably in all assets available for
distribution to the Registrant's stockholders upon liquidation or dissolution.
There are no preemptive rights to subscribe to any of the Registrant's
securities, and no conversion rights or sinking fund provisions applicable to
the common stock.
Neither the Registrant's articles of incorporation nor its bylaws
provide for cumulative voting. Accordingly, persons who own or control a
majority of the shares outstanding may elect all of the Board of Directors, and
persons owning less than a majority could be foreclosed from electing any.
27
<PAGE>
OPTIONS OUTSTANDING
There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.
MARKET INFORMATION
The common stock of the Registrant has received a symbol (ADMD) on the
NQB Pink Sheets as at December 9, 1999. There is, at the date of this Form
10-SB, no bid or ask price on the common shares of the Registrant.
There has been no market for the Registrant's stock in the last two
years. Accordingly, the Registrant has no range of high and low bid prices for
the Registrant's common stock to report.
28
<PAGE>
PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
The Registrant's stock has obtained a unpriced quotation on the NQB
Pink Sheets. Upon effectiveness of the Registrant's registration statement under
the Securities Exchange Act of 1934, it is anticipated one or more broker
dealers may make a market in its securities over the counter, with quotations
carried on the National Association of Securities Dealers, Inc.'s "OTC Bulletin
Board".
There is no established market price for the shares at the time of
filing this Form 10-SB. There are no common shares subject to outstanding
options or warrants or securities convertible into common equity of the
Registrant. The number of shares subject to Rule 144 is 6,001,000. Each share
certificate has the appropriate legend affixed thereto. There are no shares
being offered to the public and no shares have been offered pursuant to an
employee benefit plan or dividend reinvestment plan.
HOLDERS
The approximate number of record holders of the Registrant's common
stock as at November 30, 1999 is 36 of which three are directors of the
Registrant.
DIVIDENDS
The Registrant has never paid cash dividends on its common stock and
does not intend to do so in the foreseeable future. The Registrant currently
intends to retain any earnings for the operation and expansion of its business.
TRANSFER AGENT
The Registrant's transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings to which the Registrant is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
From inception to date, the Registrant's principal accountant is
Andersen Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for
the period from inception to April 30, 1999 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Registrant's accountants.
29
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to November 30, 1999, the Registrant has issued
and sold the following unregistered shares of its common stock (the aggregated
value of all such offerings did not exceed US$1,000,000):
(i) Subscription for 6,000,000 shares by the Directors of the Registrant
On February 14, 1999 the Registrant approved the issuance to two of its
directors of 6,000,000 shares at a price per share of $0.001. Mr. Luciuk,
President of the Registrant, purchased for cash 4,000,000 shares and Mr. Zosiak,
Director of the Registrant, purchased for cash 2,000,000 shares.
All of these shares are restricted since they were issued in compliance
with the exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended. After this stock has been held for one year, the
Directors could sell within a three month period a percentage of their shares
based on 1% of the outstanding stock in the Registrant. Therefore, this stock
can be sold after the expiration of one year in compliance with the provisions
of Rule 144. There are "stop transfer" instructions placed against these
certificates and a legend has been imprinted on the stock certificates
themselves.
(ii) Subscription for 8,155,000 shares at a price of $0.002 per share
On February 16, 1999, the Registrant accepted share subscriptions from
twelve corporate investors of a total of 8,155,000 shares at a price of $0.002
per share. All shares were paid for in cash which resulted in proceeds to the
Registrant of $16,310. These shares were issued in accordance with the exemption
from registration provided by Rule 504 of Regulation D of the Securities Act of
1933, as amended, and an appropriate Form D was filed in connection with the
issuance of these shares. All of these corporations reside outside the United
States and none of the principals are residents or citizens of the United
States.
(iii) Subscriptions for 42,300 shares at a price of $0.25 per share
On March 3, 1999, the Registrant accepted subscriptions from twenty-two
investors in the amount of 42,300 shares at a price of $0.25 per share. In all
cases the consideration was cash. These shares were issued in accordance with
the exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, and an appropriate Form D was filed in
connection with the issuance of these shares. All the shareholders live outside
the United States and none are US citizens.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada General Corporation Law allows the
Registrant to indemnify any person who was or is threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, by reason
of the fact that he or she is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee, or agent of any corporation, partnership, joint
venture, trust, or other enterprise. The Registrant's bylaws provide that such
person shall be indemnified and held harmless to the fullest extent permitted by
Nevada law.
Nevada law permits the Registrant to advance expenses in connection
with defending any such proceedings, provided that the indemnitee undertakes to
repay any such advances if it is later determined that such person was not
entitled to be indemnified by the Registrant. The Registrant's
30
<PAGE>
bylaws require that the Registrant advance such funds upon receipt of such an
undertaking with respect to repayment.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
31
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form 10-SB:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants 33
Financial Statements of Advanced Medical Technologies Inc.
Balance Sheet as at April 30, 1999 34
Statement of Operations for the Period from February 3, 1999 (Date
of Inception) to April 30, 1999 35
Statement of Changes in Stockholders' Equity for the Period from
February 3, 1999 (Date of Inception) to April 30, 1999 36 Statement
of Cash Flows for the Period from February 3, 1999 (Date
of Inception) to April 30, 1999 37
Notes to Financial Statements 38
Unaudited Interim Financial Statements of Advanced Medical Technologies Inc.
Unaudited Interim Balance Sheet as at October 31, 1999 41
Unaudited Interim Statement of Operations for the Period from February 3, 1999
(Date of Inception) to October 31, 1999 42
Unaudited Interim Statement of Changes in Stockholders' Equity for the Period
from February 3, 1999 (Date of Inception) to April 30, 1999 43
Unaudited Interim Statement of Cash Flows for the Period from February 3, 1999
(Date of Inception) to April 30, 1999 44
Notes to Unaudited Interim Financial Statements 45
</TABLE>
32
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business
Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
Board of Directors
Advanced Medical Technologies Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Advanced Medical Technologies
Inc. (a development stage company) at April 30, 1999 and the statement of
operations, stockholders' equity, and cash flows for the period from February 3,
1999 (date of inception) to April 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Advanced Medical Technologies
Inc. at April 30, 1999 and the results of operations, and cash flows for the
period from February 3, 1999 (date of inception) to April 30, 1999 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
June 12, 1999
A member of ACF International with affiliated offices worldwide
33
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
APRIL 30, 1999
===================================================================================================================================
ASSETS
CURRENT ASSETS
<S> <C>
Cash $ 17,505
----------
Total Current Assets $ 17,505
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,955
----------
Total Current Liabilities 2,955
==========
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 14,197,300 shares issued and outstanding 14,197
Capital in excess of par value 21,388
Deficit accumulated during the development stage (21,035)
----------
Total Stockholders' Equity 14,550
----------
$ 17,505
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
34
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 3, 1999
(DATE OF INCEPTION) TO APRIL 30, 1999
===================================================================================================================================
<S> <C>
REVENUE $ --
EXPENSES 21,035
===========
NET LOSS $ (21,035)
===========
NET LOSS PER COMMON SHARE
Basic $ (.001)
===========
AVERAGE OUTSTANDING SHARES
Basic 14,197,300
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
35
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)
TO APRIL 30, 1999
===================================================================================================================================
COMMON STOCK CAPITAL IN
--------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE FEBRUARY 3, 1999 (date of inception) -- $ -- $ -- $ --
Issuance of common stock for cash
at $.001 - February 14, 1999 6,000,000 6,000 -- --
Issuance of common stock for cash
at $.002 - February 16, 1999 8,155,000 8,155 8,155 --
Issuance of common stock for cash
At $.25 - March 3, 1999 42,300 42 10,533 --
Capital contribution - expenses -- -- 2,700 --
Net operating loss for the period from
February 3, 1999 to April 30, 1999 -- -- -- (21,035)
---------- ----------- ----------- -----------
BALANCE APRIL 30, 1999 14,197,300 $ 14,197 $ 21,388 $ (21,035)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
36
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 3, 1999
(DATE OF INCEPTION) TO APRIL 30, 1999
===================================================================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C>
Net loss $ (21,035)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 2,955
Capital contributions - expenses 2,700
Net Decrease in Cash From Operations (15,380)
--------
CASH FLOWS FROM INVESTING
ACTIVITIES: --
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 32,885
--------
Net Increase in Cash 17,505
Cash at Beginning of Period --
Cash at End of Period $ 17,505
=========
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Capital contributions - expenses $ 2,700
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
37
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
February 3, 1999 with authorized common stock of 200,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of establishing a multimedia
internet based communications network between the healthcare industry
manufacturers and the key case managers in the medical field to advertise
and promote the manufacturers products..
The Company is in the development stage.
Since its inception the Company has completed a Regulation D offerings of
14,197,300 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
The Company has elected a fiscal year ending January 31, and has not
completed an operating period and therefore has not filed an income tax
return.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be cash
equivalents.
38
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Foreign Currency Transactions
The transactions of the Company in Canadian dollars have been translated to US
dollars. Assets and liabilities are translated at the year end exchange rates
and the income and expenses at the average rates of exchange prevailing during
the period reported on.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 42% of the common stock issued .
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
5. GOING CONCERN
Management is planning to establish a multimedia internet based communications
network for the medical field. To be successful in this effort the Company will
need additional working capital.
39
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
5. GOING CONCERN - Continued
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to
operate in the future.
Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.
40
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
OCTOBER 31, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
================================================================================
<TABLE>
<CAPTION>
ASSETS
CURRENT ASSETS
<S> <C>
Cash $ 1,937
-----
Total Current Assets $ 1,937
=====
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,936
-----
Total Current Liabilities 1,936
-----
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 14,197,300 shares issued and outstanding 14,197
Capital in excess of par value 24,388
Deficit accumulated during the development stage (38,584)
-------
Total Stockholders' Equity 1
-------
$ 1,937
--------
The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>
41
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
================================================================================
<TABLE>
<CAPTION>
<S> <C>
SALES $ --
EXPENSES 38,548
NET LOSS $ (38,548)
=======
NET LOSS PER COMMON SHARE
Basic $ (.0027)
========
AVERAGE OUTSTANDING SHARES
Basic 14,197,300
==========
</TABLE>
The accompanying notes are an integral part
of these unaudited financial statements.
42
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)
TO OCTOBER 31, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
===================================================================================================================================
COMMON STOCK CAPITAL IN
------------------------ EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <S> <C> <C> <C>
BALANCE FEBRUARY 3, 1999 (date of inception) -- $ -- $ -- $ --
Issuance of common stock for cash
at $.001 - February 14, 1999 6,000,000 6,000 -- --
Issuance of common stock for cash
at $.002- February 17, 1999 8,155,000 8,155 8,155 --
Issuance of common stock for cash
at $.25 - March 3, 1999 42,300 42 10,533 --
Contributed capital 5,700 --
Net operating loss for the period from
February 3, 1999 to October 31, 1999 -- -- -- (38,584)
---------- ---------- ---------- ----------
BALANCE OCTOBER 31, 1999 14,197,300 $ 14,197 $ 24,388 $ (38,584)
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part
of these unaudited financial statements.
43
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MEDICAL TECHNOLOGIES
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
===================================================================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C>
Net loss $(38,584)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Changes in accounts payable 1,936
Capital contribution - expenses 5,700
---------
Net Cash From Operations (30,948)
CASH FLOWS FROM INVESTING
ACTIVITIES --
---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 32,885
--------
Net Increase in Cash 1,937
Cash at Beginning of Period --
---------
Cash at End of Period $ 1,937
========
SCHEDULE OF NONCASH INVESTMENT AND FINANCING ACTIVITIES
Capital contributions - expenses $ 5,700
========
</TABLE>
The accompanying notes are an integral part
of these unaudited financial statements.
44
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS
(UNAUDITED - PREPARED BY MANAGEMENT)
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
February 3, 1999 with authorized common stock of 200,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of establishing an multimedia
internet based communications network between the healthcare industry
manufacturers and the key managers in the medical field to advertise and
promote the manufacturers products.
The Company is in the development stage.
Since its inception the Company has completed Regulation D offerings of
14,197,300 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
The Company has elected a fiscal year ending January 31 and has not
completed an operating period and therefore has not filed any income tax
returns.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding .
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be cash
equivalents.
45
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED - PREPARED BY MANAGEMENT)
================================================================================
2. SUMMARY OF SIGNIGICANT ACCOUNTING POLICIES - continued
Foreign Currency Translation
The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the period reported on.
Financial Instruments
The carrying amounts of financial instruments, including cash, and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 42% of the common stock issued.
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
Management has established a multimedia internet based communication network for
the medical field. To be success in its future efforts to build upon this
network the Company will need additional working capital.
46
<PAGE>
ADVANCED MEDICAL TECHNOLOGIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED - PREPARED BY MANAGEMENT)
================================================================================
4. GOING CONCERN - continued
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to
operate in the future.
Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.
47
<PAGE>
PART 111
<TABLE>
<CAPTION>
ITEM 1. INDEX TO EXHIBITS
EXHIBIT
NO.
- -------
<S> <C>
(2) Charter and By-Laws
(a) Certificate of Incorporation of Advanced Medical Technologies Inc. (filed herewith, page 49)
(b) Bylaws (filed herewith, page 54)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith, page 65)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between
Registrant and Nevada Agency & Trust Co., dated
February 5, 1999 (filed herewith, page 66)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page69)
(11) Statement re computation of per share earnings
Not applicable
(16) Letter of change in certifying accountant
Not applicable
(21) Subsidiaries of the Registrant
Not applicable
(24) Power of Attorney
None
(27) Financial Data Schedule Worksheet (filed herewith, page 70)
(99) Addition Exhibits
None
</TABLE>
ITEM 2. DESCRIPTIONS OF EXHIBITS
[Attached, pages 49 through 72]
48
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
ADVANCED MEDICAL TECHNOLOGIES INC.
(Registrant)
By /s/ Phillip Yee
----------------------------------
Philip Yee
Director and Secretary Treasurer
Dated: December 13, 1999
49
EXHIBIT NO. 2 (A)
ARTICLES OF INCORORATION
OF
ADVANCED MEDICAL TECHNOLOGIES INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the
provisions of the laws of the State of Nevada relating to private corporations,
hereby adopts the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
ADVANCED MEDICAL TECHNOLOGIES INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service
of process is Nevada Agency and Trust Company, 50 West Liberty Street, Suite
880, City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the
corporation is organized are to engage in any activity or business not in
conflict with the laws of the State of Nevada or of the United States of
America, and without limiting the generality of the foregoing, specifically:
1. [OMNIBUS] . To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations
organized pursuant to the laws under which the corporation is organized
and any and all acts amendatory thereof and supplemental thereto.
11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its
business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such
state, territory, or foreign country, and to have and maintain in any
state, territory, or foreign country a business office, plant, store or
other facility.
111. [PURPOSES TO BE CONSTRUED AS POWERS] . The purposes specified
herein shall be construed both as purposes and powers and shall be in
no wise limited or restricted by reference to, or inference from, the
terms of any other clause in this or any other article, but the
purposes and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or of the general
powers of the corporation; nor shall the expression of one thing be
deemed to exclude another, although it be of like nature not expressed.
<PAGE>
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have
authority to issue an aggregate of TWO HUNDRED MILLION (200,000,000) Common
Capital Shares, PAR VALUE ONE MILL ($0.001) per share for a total capitalization
of TWO HUNDRED THOUSAND DOLLARS ($200,000.00).
The holders of shares of capital stock of the corporation
shall not be entitled to pre-emptive or preferential rights to subscribe to any
unissued stock or any other securities which the corporation may now or
hereafter be authorized to issue.
The corporation's capital stock may be issued and sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting
rights at all shareholders meetings called for the purpose of electing a Board
of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation
shall be governed by a Board of Directors of no more than eight (8) nor less
than one (1) person. The names and addresses of the first Board of Director are:
NAME ADDRESS
---- -------
Philip Yee 2652 Dundas Street
Vancouver, British Columbia
Canada, V5K 1P9
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of
the corporation, after the amount of the subscription price or par value has
been paid in, shall not be subject to pay debts of the corporation, and no paid
up stock and no stock issued as fully paid up shall ever be assessable or
assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the
incorporator of the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of
existence of the corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the
<PAGE>
corporation shall be adopted by its Board of Directors. The power to alter,
amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the
Board of Directors, except as otherwise may be specifically provided in the
By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting of
stockholders shall be held at such place within or without the State of Nevada
as may be provided by the By-laws of the corporation. Special meetings of the
stockholders may be called by the President or any other executive officer of
the corporation, the Board of Directors, or any member thereof, or by the
recordholder or holders of at least ten percent (10%) of all shares entitled to
vote at the meeting. Any action otherwise required to be taken at a meeting of
the stockholders, except election of directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN . [CONTRACTS OF CORPORATION]. No contract
or other transaction between the corporation and any other corporation, whether
or not a majority of the shares of the capital stock of such other corporation
is owned by this corporation, and no act of this corporation shall in any way be
affected or invalidated by the fact that any of the directors of this
corporation are pecuniarily or otherwise interested in, or are directors or
officers of such other corporation. Any director of this corporation,
individually, or any firm of which such director may be a member, may be a party
to, or may be pecuniarily or otherwise interested in any contract or transaction
of the corporation; provided, however, that the fact that he or such firm is so
interested shall be disclosed or shall have been known to the Board of Directors
of this corporation, or a majority thereof; and any director of this corporation
who is also a director or officer of such other corporation, or who is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of this corporation that shall authorize such
contract or transaction, and may vote thereat to authorize such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested.
ARTICLE.TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No
director or officer shall have any personal liability to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
except that this Article Twelve shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has
hereunto affixed her signature at Reno, Nevada this 2nd day of February, 1999.
by /s/ "Amanda Cardinalli"
----------------------------
AMANDA CARDINALLI
STATE OF NEVADA }
: ss.
COUNTY OF WASHOE }
<PAGE>
On the 2nd day of February, 1999, before me, the undersigned,
a NOTARY PUBLIC in and for the State of Nevada, personally appeared AMANDA
CARDINALLI, known to me to be the person described in and who executed the
foregoing instrument, and who acknowledged to me that she executed the same
freely and voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year first above written.
by /s/ "Margaret Oliver"
-------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 2002
EXHIBIT NO. 2 (B)
BY LAWS
OF
ADVANCED MEDICAL TECHNOLOGIES INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
SECTION 1. The registered office of this corporation shall be in the City of
Reno, State of Nevada.
SECTION 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
SECTION 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the Directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
SECTION 2. Annual meetings of the stockholders shall be held on the anniversary
date of incorporation each year if not a legal holiday and, and if a legal
holiday, then on the next secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which the stockholders shall
elect by vote a Board of Directors and transact such other business as may
properly be brought before the meeting.
SECTION 3. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be called by the President or the Secretary, by resolution of the Board of
Directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose of the proposed meeting.
SECTION 4. Notices of meetings shall be in writing and signed by the President
or Vice-President or the Secretary or an Assistant Secretary or by such other
person or persons as the Directors shall designate. Such notice shall state the
purpose or purposes for which the meeting is called and the time and the place,
which may be within or without this State, where it is to be held. A copy of
such notice shall be either delivered personally to or shall be mailed,
<PAGE>
postage prepaid, to each stockholder of record entitled to vote at such meeting
not less than ten nor more than sixty days before such meeting. If mailed, it
shall be directed to a stockholder at his address as it appears upon the records
of the corporation and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall begin to run from the date
upon which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to an officer of the
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting, it shall not be necessary to deliver or mail such notice
of the meeting to the transferee.
SECTION 5. Business transactions at any special meeting of stockholders shall be
limited to the purpose stated in the notice.
SECTION 6. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcements at the
meeting, until a quorum shall be presented or represented. At such adjourned
meetings at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
SECTION 7. When a quorum is present or represented at any meeting, the vote of
the holders of 10% of the stock having voting power present in person or
represented by proxy shall be sufficient to elect Directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statute or of the Articles of Incorporation, a
different vote shall govern and control the decision of such question.
SECTION 8. Each stockholder of record of the corporation shall be entitled at
each meeting of the stockholders to one vote for each share standing in his name
on the books of the corporation. Upon the demand of any stockholder, the vote
for Directors and the vote upon any question before the meeting shall be by
ballot.
SECTION 9. At any meeting of the stockholders any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all the powers
conferred by such written instruction upon all of the persons so designated
unless the instrument shall otherwise provide. No proxy or power of attorney to
vote shall be voted at a meeting of the stockholders unless it shall have been
filed with the Secretary of the meeting when required by the inspectors of
election. All questions regarding the qualifications of voters, the validity of
proxies and the acceptance of or rejection of votes shall be decided by the
inspectors of election who shall be appointed by the Board of Directors, or if
not so appointed, then by the presiding officer at the meeting.
<PAGE>
SECTION 10. Any action which may be taken by the vote of the stockholders at a
meeting may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.
ARTICLE 3
DIRECTORS
SECTION 1. The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.
SECTION 2. The number of Directors which shall constitute the whole board shall
be riot less than one and not more than eight. The number of Directors may from
time to time be increased or decreased to not less than one nor more than eight
by action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of this
Article, each Director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders.
SECTION 3. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filed by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until his successor is elected at the
annual or a special meeting of the stockholders. The holders of a two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the Directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall only be filled from the
stockholders.
A vacancy or vacancies on the Board of Directors
shall be deemed to exist in case of death, resignation or
removal of any Director, or if the authorized number of Directors be increased,
or if the stockholders fail at any annual or special meeting of stockholders at
which any Director or Directors are elected to elect the full authorized number
of Directors to be voted for at that meeting.
The stockholders may elect a Director or Directors at
any time to fill any vacancy or vacancies not filled by the Directors. If the
Board of Directors accepts the resignation of a Director tendered to take effect
at a future time, the Board or the stockholders shall have power to elect a
successor to take office when the resignation is to become effective
No reduction of the authorized number of Directors
shall have the effect of removing any Director prior to the expiration of his
term of office.
<PAGE>
ARTICLE 4
MEETING OF THE BOARD OF DIRECTORS
SECTION 1. Regular meetings of the Board of Directors shall be held at any place
within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.
SECTION 2. The first meeting of each newly elected Board of Directors shall be
held immediately following the adjournment of the meeting of stockholders and at
the place thereof. No notice of such meeting shall be necessary to the Directors
in order legally to constitute the meeting, provided a quorum be present. In the
event such meeting is not so held, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.
SECTION 3. Regular meetings of the Board of Directors may be held without call
or notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.
SECTION 4. Special meetings of the Board of Directors may be called by the
Chairman or the President or by the Vice-President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the meetings of the Directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the postal service or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered or taxed, it shall be
so delivered or taxed at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing, delivery or taxing as above
provided shall be due, legal and personal notice of such Director.
SECTION 5. Notice of the time and place of holding an adjourned meeting need not
be given to the absent Directors if the time and place be fixed at the meeting
adjourned.
SECTION 6. The transaction of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a
written waiver of notice, or a consent of holding such meeting, or approvals of
the minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
SECTION 7. The majority of the authorized number of Directors shall be necessary
to constitute a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors, unless a greater number be
required by law or by the Articles of Incorporation. Any action of a majority,
although not at a regularly called meeting, and the record thereof, if assented
to in
<PAGE>
writing by all of the other members of the Board shall be as valid and effective
in all respects as if passed by the Board in regular meeting.
SECTION 8. A quorum of the Directors may adjourn any Directors meeting to meet
again at stated day and hour; provided, however, that in the absence of a
quorum, a majority of the Directors present at any Directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
ARTICLE 5
COMMITTEES OF DIRECTORS
SECTION 1. The Board of Directors may, by resolution adopted by a majority of
the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of two or more of the Directors of the corporation
which, to the extent provided in the resolution, shall and may exercise the
power of the Board of Directors in the management of the business and affairs of
the corporation and may have power to authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee.
SECTION 2. The committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.
SECTION 3. Any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
a written consent thereto is signed by all members of the Board of Directors or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.
ARTICLE 6
COMPENSATION OF DIRECTORS
SECTION 1. The Directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefore. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.
<PAGE>
ARTICLE 7
NOTICES
SECTION 1. Notices to Directors and stockholders shall be in writing and
delivered personally or mailed to the Directors or stockholders at their
addresses appearing on the books of the corporation. Notices to Directors may
also be given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed to be given at the time when the same shall be mailed.
SECTION 2. Whenever all parties entitled to vote at any meeting, whether of
Directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting or oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
SECTION 3. Whenever any notice whatever is required to be given under the
provisions of the statute, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE 8
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. Any person may
hold two or more offices.
SECTION 2. The Board of Directors at its first meeting after each annual meeting
of stockholders shall choose a Chairman of the Board who shall be a Director,
and shall choose a President, a Secretary and a Treasurer, none of whom need be
Directors.
SECTION 3. The Board of Directors may appoint a Vice-Chairman of the Board,
Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers
and such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
SECTION 4. The salaries and compensation of all officers of the corporation
shall be fixed by the Board of Directors.
<PAGE>
SECTION 5. The officers of the corporation shall hold office at the pleasure of
the Board of Directors. Any officer elected or appointed by the Board of
Directors may be removed any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
SECTION 6. the CHAIRMAN OF THE BOARD shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
SECTION 7. The VICE-CHAIRMAN shall, in the absence or disability of the Chairman
of the Board, perform the duties and exercise the powers of the Chairman of the
Board and shall perform other such duties as the Board of Directors may from
time to time prescribe.
SECTION 8. The PRESIDENT shall be the chief executive officer of the corporation
and shall have active management of the business of the corporation. He shall
execute on behalf of the corporation all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or agent of the
corporation.
SECTION 9. The VICE-PRESIDENTS shall act under the direction of the President
and in absence or disability of the President shall perform the duties and
exercise the powers of the President. They shall perform such other duties and
have such other powers as the President or the Board of Directors may from time
to time prescribe. The Board of Directors may designate one or more Executive
Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.
SECTION 10. The SECRETARY shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and will perform
other such duties as may be prescribed by the President or the Board of
Directors.
SECTION 11. The ASSISTANT SECRETARIES shall act under the direction of the
President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary. They
shall perform other such duties and have such other powers as the President and
the Board of Directors may from time to time prescribe.
SECTION 12. The TREASURER shall act under the direction of the President.
Section Subject to the direction of the President he shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all money and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so
<PAGE>
requires, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
SECTION 13. The ASSISTANT TREASURERS in order of their seniority, unless
otherwise determined by the President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
ARTICLE 9
CERTIFICATES OF STOCK
SECTION 1. Every stockholder shall be entitled to have a certificate signed by
the President or a Vice- President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more that one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock.
SECTION 2. If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signatures
have been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
SECTION 3. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
<PAGE>
SECTION 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duty endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the corporation regarding transfer and ownership of
shares have been compiled with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
SECTION 5. The Board of Directors may fix in advance a date not exceeding sixty
(60) days nor less than ten (IO) days preceding the date of any meeting of
stockholders, or the date of the payment of any dividend, or the date of the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the termination of
the stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
give such consent, and in the such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote as such meeting, or any adjournment thereof,
or to receive such payment of dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
such record date fixed as aforesaid.
SECTION 6. The corporation shall be entitled to recognize the person registered
on its books as the owner of the share to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claims to or interest in such shares or
shares on the part of any -other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE 10
GENERAL PROVISIONS
SECTION 1. Dividends upon the capital stock of the corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.
SECTION 2. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing and maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 3. All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
SECTION 4. The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors.
<PAGE>
SECTION 5. The corporation may or may not have a corporate seal, as may be from
time to time determined by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the name of the corporation and
the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE 11
INDEMNIFICATION
Every person who was or is a party or is a threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a Director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. 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. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a Director or officer
of the corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture. trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may form time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
<PAGE>
ARTICLE 12
AMENDMENTS
SECTION 1. The Bylaws may be amended by a majority vote of all the stock issued
and outstanding and entitled to vote at any annual or special meeting of the
stockholders, provided notice of intention to amend shall have been contained in
the notice of the meeting.
SECTION 2. The Board of Directors by a majority vote of the whole Board at any
meeting may amend these Bylaws, including Bylaws adopted by the stockholders,
but the stockholders may from time to time specify particulars of the Bylaws
which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED FEBRUARY 8, 1999.
CERTIFICATE OF THE SECRETARY
I, Philip Yee, hereby certify that I am the Secretary of ADVANCED MEDICAL
TECHNOLOGIES INC., and the foregoing Bylaws, consisting of 12 pages, constitute
the code of Bylaws of this company as duly adopted at a regular meeting of the
Board of Directors of the corporation held on .
IN WITNESS WHEREOF, I have hereunto subscribed my name on February 8, 1999.
/s/ "Philip Yee"
- ----------------------
Philip Yee - Secretary
EXHIBIT 3(A)
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
SPECIMEN STOCK CERTIFICATES
NUMBER CUSIP NO. 989204 10 2
SHARES
(LOGO)
ADVANCED MEDICAL TECHNOLOGIES INC.
AUTHORIZED COMMON STOCK: 200,000,000 SHARES
PAR VALUE: $0.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
-SHARES OF ADVANCED MEDICAL TECHNOLOGIES INC. COMMON STOCK -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile of its
duly authorized officers.
Dated:
"David M. Luciuk"
- ----------------------------------
President
(SEAL)
"Philip Yee"
- ----------------------------------
Secretary
Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501
By
---------------------------------
Authorized Signature
EXHIBIT (6)(A)(I)
TRANSFER AGENT AND REGISITRAR AGREEMENT
THIS AGREEMENT made and entered into this 5th day of February, 1999 by and
between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and
ADVANCED MEDICAL TECHNOLOGIES INC., 320 - 1100 Melville Street, Vancouver, B.C.
V6E 4A6, a Nevada corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 5th day of February , 1999.
2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the Transfer Agent is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate number
of stock certificates to handle the COMPANY'S transfers on a current basis. Upon
receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish additional
stock certificates as TRANSFER AGENT deems necessary considering the volume of
transfers. The stork certificates shall be supplied at COMPANY'S cost. The
TRANSFER AGENT agrees to order stock certificates from its printer upon request
of the COMPANY.
4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the COMPANY'S
transfers, record the same, and maintain a ledger, together with a file
containing all correspondence relating to said transfers, which records shall be
kept confidential and be available to the COMPANY and its Board of Directors, or
to any person specifically authorized by the Board of Directors to review the
records which shall be made available by TRANSFER AGENT during the regular
business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
<PAGE>
6. [STOCKHOLDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. it is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.
7. [TRANSFER FEE] TRANSFER AGENT agrees to assess and collect from the
person requesting a transfer and/or the transferror, a fee of Fifteen and No/100
dollars ($15.OO) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.
8. [ANNUAL FEE] The COMPANY agrees to pay the TRANSFER AGENT an annual fee
of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
TRANSFER AGENT for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of July of each year and is subject to annual review.
8 [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
I0. [COMPANY STATUS] The COMPANY will promptly advise the TRANSFER AGENT
of any changes or amendments to the Articles of Incorporation, any significant
changes in corporate status, changes in officers, etc., and of all changes in
filing status with the Securities and Exchange Commission, or any state entity,
and to hold the, TRANSFER AGENT harmless from its failure to do so.
II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify
and hold harmless the TRANSFER AGENT, from any and all loss, liability of
damage, including reasonable attorneys' fees and expenses, arising out of, or
resulting from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the
TRANSFER AGENT shall have the right to apply to independent counsel at the
COMPANY'S expense in following the COMPANY'S directions and orders.
<PAGE>
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. [NOTICE] Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:
TO THE COMPANY:
ADVANCED MEDICAL TECHNOLOGIES INC.
320 - 1100 Melville Street
Vancouver, B.C. V6E 4A6
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty
Street, Suite 880 Reno,
Nevada 89501
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and
year 1st above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
By /s/ "Amanda Cardinalli"
---------------------------------
Amanda Cardinalli, Vice President
ADVANCED MEDICAL TECHNOLOGIES INC.
COMPANY
By /s/ "Philip Yee"
-----------------------
Philip Yee
EXHIBIT 10(I)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
ADVANCED MEDICAL TECHNOLOGIES INC.
We hereby consent to the use of our report dated June 12, 1999, in the
registration statement of Advanced Medical Technologies Inc. filed in Form 10-SB
in accordance with Section 12 of the Securities Exchange Act of 1934.
/s/ L. REX ANDERSEN
--------------------------------
ANDERSEN ANDERSEN & STRONG, L.C.
Salt Lake City, Utah
June 12, 1999
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10 QS B AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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