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Kirt W. James
President
Last Company Clothing, Inc.
24843 Del Prado, #318
Dana Point, CA 92629
(Name and address of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
Karl E. Rodriguez, ESQ
34700 Pacific Coast Highway, #303
Capistrano Beach, CA 92624
(949) 248-9561
fax: (949) 248-1688
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933
Date of Report: July 20, 2000
Commission File Number: 000-30567
Last Company Clothing, Inc.
Nevada 88-0422308
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-8933
INTRODUCTION
This Report is filed for sole purpose of correcting the Report on Form 8-K
dated July 10, 2000. The gist of the correction is that the change of control
erroneously reported under Item 1, and the acquisition of assets under Item 2,
and the change of directors in Item 6, all formerly reported, have not occurred,
as reported, but are subject to a condition precedent to closing of the proposed
acquisition.
ITEM 1. CHANGE OF CONTROL OF REGISTRANT. None to date. Please see Item 5.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Please see Item 5.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. None.
ITEM 5. OTHER EVENTS.
(A) NEGOTIATIONS, DISCUSSIONS, PRELIMINARY ACTIONS.
On July 5, 2000, pursuant to Majority Shareholder Action, the following
proposals were adopted which may result in a change of control of this
Corporation, if consummated.
(1) Increase the authorized number of directors to a maximum of 15.
(2) Approve and empower the Board of Directors to effect, a forward split
of the issuer's common stock, every one share to become two shares, including
the increase of authorized capital from 50,000,000 to 100,000,000 shares.
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The record date for entitlement to the forward split is July 20, 2000.
The date for distribution of the additional one share for every share owned,
as of the close of business on July 20, 2000, shall be July 28, 2000.
(3) Ratify and Approve the acquisition of M-I Vascular Innovations, Inc.,
in exchange for the issuance of common shares on a one-to-one basis, not to
exceed 20,000,000 post-split shares.
(4) Approve and authorize a change of the corporate name to become MIVI
Biomedical Technologies, Inc., or similar name at the discretion of the Board of
Directors.
(5) Elect the following persons as directors to take office upon closing of
acquisition of MIVI Biomedical Technologies, Inc., or similar name: (5.1) Dr.
Robert Ian Gordon Brown, (5.2) Dr. Jean-Francois Marquis, (5.3) James D.
Davidson, (5.4) Alan P. Lindsay, (5.5) Zhi-Yong (John) Ma, (5.6) Ronald L.
Handford, (5.7) Kita Tosetti, (5.8) Peter K. Jensen, (5.9) Michael Smorch, and
(5.10) Stephen Walters.
(B) NO TRANSACTION HAS TAKEN PLACE. The acquisition so authorized has not
taken place. The foregoing information is intended to disclose the terms of the
discussions and negotiations to date. There has been no change of control nor
change in Officers or Directors, as of this date. This transaction is not
expected to close, if at all, before August 1, 2000, and is contingent upon
acceptance for quotation of our common stock on the OTCBB. If our stock is not
accepted for such quotation, then the proposed acquisition will not close, and
preliminary agreements will be rescinded.
(C) FORM 10-SB REGISTRATION STATEMENT EFFECTIVE. Our Form 10-SB
registration statement that was filed pursuant to the Securities Exchange Act of
1934 became effective on July 7, 2000, and is clear of any comments from the SEC
staff. Our market maker requested that our stock be considered for quotation on
the OTCBB based upon the "piggyback exception" to Rule 15c2-11 that is available
for companies with securities trading in another interdealer quotation system.
Our market maker has been informed by the NASD that the piggyback exception
could not be relied upon based on the information in the previously filed Form
8-K, here amended, that improperly lead the reader to believe that a change of
control had taken place. It is our hope that the NASD will reassess its position
based upon the corrected information filed herein. In the event that the
piggyback exception is not made available to us, then our market maker will be
required to file a Form 211 with the NASD on our behalf for our securities to be
considered for quotation on the OTCBB.
It is management's belief that it is to the advantage of the shareholders of our
company, that our securities be expeditiously approved for trading on the OTCBB
in order that our proposed transaction be closed. Our company currently has
limited operations and no profitability. When management was approached by
representatives of M-I Vascular Innovations concerning a proposed business
combination, we determined that this business combination would provide a better
opportunity than does our present business plan for our shareholders to realize
value from their investment. Should the approval for quotation not be granted by
the NASD within a reasonably short period of time, then M-I Vascular has the
right to unilaterally cancel this proposed transaction. Should the transaction
be cancelled, then we will continue our limited business operations and will
remain open to a favorable business combination. M-I Vascular, incorporated on
January 20, 1999, is in the business of developing vascular support products
that it intends to manufacture and sell to the cardiovascular industry for use
in the treatment of cardiovascular disease. They have developed a proprietary
design and process to manufacture a cardiovascular medical device that is
comparable to what is in use in the industry today, but at a significantly
reduced manufacturing cost.
ITEM 6. CHANGES OF REGISTRANT'S DIRECTORS. None to date. Please see Item 5.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
July 20, 2000
LAST COMPANY CLOTHING, INC.
by
/s/Kirt W. James /s/Pete Chandler
Kirt W. James Pete Chandler
President and Director Secretary and Director
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