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Kirt W. James
PRESIDENT
MIVI Biomedical Technologies 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, Suite 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
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 6, 2000
Commission File Number: 000-30567
MIVI Biomedical Technologies, Inc.
formerly, 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 the sole purpose of providing more current
information about matters previously reported on Form 8-K dated July 20, 2000.
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) NO ACQUISITION. The possible acquisition (previously announced) 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, has been cancelled
and will not take place.
(B) NO CHANGE OF MANAGEMENT. The following persons shall not become
officers or directors of this corporation: (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.
Kirt W. James and Pete Chandler continue as our Officers/Directors.
(C) FORMER BUSINESS PLAN. Management is reviewing the feasibility or
reinstating our original business plan. No decision has been made in this
respect. Accordingly, we may now be deemed to be a blank check company as
defined in Rule 419; namely, a company seeking a business or business
combination.
(D) AFFILIATE SHARES. It is the view of the Staff of the Commission that, both
before and after the business combination or transaction with an operating
entity or other person, the promoters or affiliates of blank check companies, as
well as their transferees are `underwriters' of the securities issued.
Accordingly, we are also of the view that the securities involved can only be
resold through registration under the Securities Act. Similarly Rule 144 would
not be available for resale transactions in this situation. Reference is made to
Rule 145. It is accordingly the opinion of our Special Securities Counsel that
the 2,200,000 affiliate-owned shares are not entitled to rely on Rule 144 or
4(1) of the Securities Act of 1933, for resale. These shares are unregistered
securities which cannot be resold without registration.
ITEM 6. CHANGES OF REGISTRANT'S DIRECTORS. None to date. Please see Item 5.
<PAGE>
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.
October 6, 2000
MIVI BIOMEDICAL TECHNOLOGIES, INC.
by
/s/Kirt W. James /s/Pete Chandler
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Kirt W. James Pete Chandler
President and Director Secretary and Director
