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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 (Date of earliest event reported): December 3, 1999
EMERGENCY FILTRATION PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-27421 87-0561647
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4334 South Industrial Road, Suite 440
Las Vegas, Nevada 89103
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(Address of principal executive offices)
(702) 798-4541
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(Registrant;s telephone number, including area code)
N/A
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(Former Address of Registrant)
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Item 5. Other Events.
The Company and third parities have made certain statements concerning
the business and operations of the Company which may include projections,
forecasts and opinions. These forward looking statements occurred prior to the
filing of the Form 10SB12G. The Company has been informed by its counsel that
the statutory safe harbor for forward looking statements is not available to
companies that are not subject to the reporting requirements of the Exchange Act
of 1934 or to persons acting on the Company's behalf. The Company believed that
at the time the statements were made and in the context which the statements
were made, that they were correct or that the Company had a reasonable basis for
assuming that the statements were correct. Subsequent to the dissemination of
the statements, actual results differed from those statements made by the
Company and third parties. The statements made and the correct information is as
follows:
On June 21, 1999 Global Penny Stocks, a stock advisory newsletter,
issued a Report on EFP. In the Report, it was stated that ClubMedic,
Inc., a distributor of EFP products, projected average sales volume of
480,000 units annually. The actual contract, entered into on June 1,
1999 calls for 400,000 units to be sold annually in order for ClubMedic
to become an exclusive U.S. distributor.
The same Report states, "The American Lung Association has said it will
endorse the products" In fact, the ALA has said it will endorse the
Company's technology only when applied to a lung/breathing related
product, which has not yet been developed.
In an interview with CNBC on June 3, 1999 the following five statements
were made regarding the Company's activities at that time. The necessary
corrections follow each statement.
1 - It was stated that "We are patented in 65 countries." The Company
decided, in August 1999, to maintain its patents through the European
Patent Organization rather than the Patent Co-operative Treaty.
Accordingly, patent protection has now been secured or is pending on
the original VIV filter technology in the following foreign countries:
Australia, Canada, Austria, Belgium, Denmark, Finland, France,
Germany, Greece, Ireland, Italy, Luxembourg, Monaco, Netherlands,
Portugal, Spain, Sweden, Switzerland, United Kingdom, Aden (Yemen),
Anguilla, Antigua, Bahrain, Belize, Bermuda, Botswana, British Indian
Ocean Territory, British Virgin Islands, Brunei, Cayman Islands,
Channel Island of Jersey, Cyprus, Dominica, Falkland Islands, Fiji
Islands, Gambia, Ghana, Gibraltar, Grenada, Guyana, Kenya, Kiribati,
Monserrat, Seychelles, Sierra Leone, Solomon Islands, St. Vincent, St.
Lucia, St. Kitts-Nevis, St. Helena, Swaziland, Tanganyika, Tanzania,
Trinidad, Tobago, Turks & Calcos, Tuvalu, Uganda, Vanuatu, Western
Samoa, Zanzibar and
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Liechtenstein. At the time the comment in the CNBC interview was
made, we were also protected in the countries of Hong Kong, New
Zealand and South Africa. Because we subsequently chose to exercise
patent protection under the European Patent Organization instead of
the Patent Cooperation Treaty we lost those three member countries.
Thus, at the time of comment we were protected in 66 countries and are
now protected in 62 countries
2 - It was stated that, "We are on top and really are the leader in
the industry, even though we=re relatively new." This statement was a
direct reference to the Company=s technology and its CPR Mask White
Paper and test results. The Company is not a sales leader in the
medical device industry.
3 - It was stated that, "We're working with associations such as the
American Heart Association. We've just been authorized to work within
their distribution system." Though the Company is engaged in two
projects authorized by and involving the AHA and/or its training
centers, no legal relationship exists.
4 - It was stated that, "Dirks and Company . . . is taking us on as
our investment banker." At the time this statement was made, EFP and
Dirks were negotiating an investment banking arrangement which never
materialized. EFP has no relationship with Dirks and Company and
negotiations terminated in July, 1999.
5 - In response to the interviewer=s statement, "So you=re asking
investors to be patient for the profits." It was stated that, " In the
next six months, [investors] can see some profits, but if they really
want to hit a home run, be patient. It=ll be there." The Company has
no profits to date and there is no assurance the Company will be
profitable.
The Company has released the information contained herein in a press
release.
Item 7: Financial Statements and Exhibits.
1. Press Release of December 3, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMERGENCY FILTRATION PRODUCTS, INC.
(Registrant)
DATED: December 6, 1999 /s/ MICHAEL CRNKOVICH
-----------------------------------
Michael Crnkovich,
President
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EMERGENCY FILTRATION PRODUCTS, INC.
NEWS RELEASE
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FOR IMMEDIATE RELEASE
EMERGENCY FILTRATION PRODUCTS, INC.
ISSUES CORRECTIONS AND STATUS OF FILING
LAS VEGAS, NEVADA, DECEMBER 3, 1999 - Emergency Filtration Products, Inc.
("EFP" or "the Company" National Quotation Bureau: EMFP) currently is amending
its pending Form 10SB Registration Statement filed under the Securities Exchange
Act of 1934 with the Securities and Exchange Commission. Michael J. Crnkovich,
EFP's President and Chief Executive Officer, further announced that the Company
will be filing, in response to certain comments from the Commission, a Form 8-K
which addresses certain prior disclosures.
The Company and third parities have made certain statements concerning the
business and operations of the Company which may include projections, forecasts
and opinions. These forward looking statements occurred prior to the filing of
the Form 10SB12G. The Company has been informed by its counsel that the
statutory safe harbor for forward looking statements is not available to
companies that are not subject to the reporting requirements of the Exchange Act
of 1934 or to persons acting on the Company's behalf. The Company believed that
at the time the statements were made and in the context which the statements
were made, that they were correct or that the Company had a reasonable basis for
assuming that the statements were correct. Subsequent to the dissemination of
the statements, actual results differed from those statements made by the
Company and third parties. The statements made and the correct information is as
follows:
On June 21, 1999 Global Penny Stocks, a stock advisory newsletter, issued a
Report on EFP. In the Report, it was stated that ClubMedic, Inc., a distributor
of EFP products, projected average sales volume of 480,000 units annually. The
actual contract, entered into on June 1, 1999 calls for 400,000 units to be sold
annually in order for ClubMedic to become an exclusive U.S. distributor.
The same Report states, "The American Lung Association has said it will
endorse the products" In fact, the ALA has said it will endorse the Company's
technology only when applied to a lung/breathing related product, which has not
yet been developed.
In an interview with CNBC on June 3, 1999 the following five statements
were made regarding the Company's activities at that time. The necessary
corrections follow each statement.
1 - It was stated that "We are patented in 65 countries." The Company
decided, in August 1999, to maintain its patents through the European Patent
Organization rather than the Patent Co-operative Treaty. Accordingly, patent
protection has now been secured or is pending on the original VIV filter
technology in the following foreign countries: Australia, Canada, Austria,
Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg,
Monaco, Netherlands, Portugal, Spain, Sweden, Switzerland, United Kingdom, Aden
(Yemen), Anguilla, Antigua, Bahrain, Belize, Bermuda, Botswana, British Indian
Ocean Territory, British Virgin
<PAGE> 2
Islands, Brunei, Cayman Islands, Channel Island of Jersey, Cyprus, Dominica,
Falkland Islands, Fiji Islands, Gambia, Ghana, Gibraltar, Grenada, Guyana,
Kenya, Kiribati, Monserrat, Seychelles, Sierra Leone, Solomon Islands, St.
Vincent, St. Lucia, St. Kitts-Nevis, St. Helena, Swaziland, Tanganyika,
Tanzania, Trinidad, Tobago, Turks & Calcos, Tuvalu, Uganda, Vanuatu, Western
Samoa, Zanzibar and Liechtenstein. At the time the comment in the CNBC interview
was made, we were also protected in the countries of Hong Kong, New Zealand and
South Africa. Because we subsequently chose to exercise patent protection under
the European Patent Organization instead of the Patent Cooperation Treaty we
lost those three member countries. Thus, at the time of comment we were
protected in 66 countries and are now protected in 62 countries
2 - It was stated that, "We are on top and really are the leader in the
industry, even though we're relatively new." This statement was a direct
reference to the Company's technology and its CPR Mask White Paper and test
results. The Company is not a sales leader in the medical device industry.
3 - It was stated that, "We're working with associations such as the
American Heart Association. We've just been authorized to work within their
distribution system." Though the Company is engaged in two projects authorized
by and involving the AHA and/or its training centers, no legal relationship
exists.
4 - It was stated that, "Dirks and Company . . . is taking us on as our
investment banker." At the time this statement was made, EFP and Dirks were
negotiating an investment banking arrangement which never materialized. EFP has
no relationship with Dirks and Company and negotiations terminated in July,
1999.
5 - In response to the interviewer's statement, "So you're asking investors
to be patient for the profits." It was stated that, "In the next six months,
[investors] can see some profits, but if they really want to hit a home run, be
patient. It'll be there." The Company has no profits to date and there is no
assurance the Company will be profitable.
Sterling Petersen
PHONE 800-380-7669
FAX 702-798-4939
EMAIL [email protected]
