EMERGENCY FILTRATION PRODUCTS INC/ NV
8-K/A, 2000-01-03
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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<PAGE>   1
                                                                    EXHIBIT 99.3



                       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 1934


Date of Report (Date of earliest event reported): December 3, 1999


                      EMERGENCY FILTRATION PRODUCTS, INC.
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



     Nevada                         0-27421                    87-0561647
- ----------------                  ------------             -------------------
(State or other                   (Commission                (IRS Employer
 jurisdiction of                  File Number)             Identification No.)
 incorporation)




                      4334 South Industrial Road, Suite 440
                            Las Vegas, Nevada 89103
                -------------------------------------------------
                    (Address of principal executive offices)



                                 (702) 798-4541
            -------------------------------------------------------
              (Registrant's telephone number, including area code)



                                       N/A
                -------------------------------------------------
                         (Former Address of Registrant)





<PAGE>   2

Item 5.   Other Events

     The Company and third parties have made certain incorrect statements
concerning the business and operations of the Company which may include
projections, forecasts and opinions. These incorrect statements 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 agreement, 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 ClubMedic agreement may be found as exhibit 10.1 of the Company's Form
10SB12G.

     The same Report states, "...the American Lung Association has said it will
endorse the product..." 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. The ALA has not endorsed the Company's technology to date.
EFP expects this technology to apply to the lung/breathing market during the
first quarter of 2001.

     In an interview with CNBC on June 3, 1999 the following five incorrect
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 Liechtenstein. At the time the
comment in the CNBC interview was made, the Company was also protected in the
countries of Hong Kong, New Zealand and South Africa. Because it subsequently
chose to exercise patent protection under the European Patent Organization
instead of the Patent Cooperation Treaty it 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." 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." There


<PAGE>   3

is no written agreement between EFP and the American Heart Association. The AHA
is under no obligation to EFP on any matter.

     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 - 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 news release.

Item 7.   Financial Statements and Exhibits.

     1.   Press Release of December 28, 1999
<PAGE>   4


                                   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 28, 1999          /s/ MICHAEL CRNKOVICH
                                  -----------------------------------
                                  Michael Crnkovich,
                                  President



<PAGE>   1
                                                                    EXHIBIT 99.1


                       EMERGENCY FILTRATION PRODUCTS, INC.
                                                                    NEWS RELEASE
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE

                      EMERGENCY FILTRATION PRODUCTS, INC.
                           ISSUES FURTHER CORRECTIONS

     LAS VEGAS, NEVADA, DECEMBER 28, 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 an additional Form 8-K which addresses certain prior incorrect
disclosures.

     The Company and third parties have made certain incorrect statements
concerning the business and operations of the Company which may include
projections, forecasts and opinions. These incorrect statements 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 agreement, 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 ClubMedic agreement may be found as exhibit 10.1 of the Company's Form
10SB12G.

     The same Report states, "...the American Lung Association has said it will
endorse the product..." The ALA has not endorsed the Company's technology to
date. EFP expects this technology to apply to the lung/breathing market during
the first quarter of 2001.

     In an interview with CNBC on June 3, 1999 the following five incorrect
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 Liechtenstein. At the time the
comment in the CNBC interview was made, the Company was also protected in the
countries of Hong Kong, New Zealand and South Africa. Because it subsequently
chose to exercise patent protection under the European Patent


<PAGE>   2

Organization instead of the Patent Cooperation Treaty it 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." 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." There is no written agreement between EFP and the American
Heart Association. The AHA is under no obligation to EFP on any matter.

     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 - 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]


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