<PAGE> 1
Commission File No. 000-27421
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: December 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From __________ to __________
EMERGENCY FILTRATION PRODUCTIONS, INC.
----------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
NEVADA 87-0561647
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4335 South Industrial Road, Suite 440
Las Vegas, Nevada 89103
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 798-4541
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
$.001 Common Stock
------------------
(Title of Class)
Check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes /X/ No / /
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. / /
As of December 31, 1999, there were 7,823,765 shares of the
Registrant's Common Stock, $.001 par value, outstanding.
The aggregate market value of shares of Common Stock held by
non-affiliates of the Registrant is $6,272,652.00.
State the Registrant's revenues for the December 31, 1999 fiscal year:
$49,701.00.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1. Description of Business.....................................................................
Item 2. Description of Property.....................................................................
Item 3. Legal Proceedings...........................................................................
Item 4. Submission of Matter to Vote of Security Holders............................................
Item 5. Market for Common Registrant Equity and Related Stockholder Matter..........................
Item 6. Management's Discussion and Analysis or Plan of Operation...................................
Item 7. Financial Statements........................................................................
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................................
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act...........................................
Item 10. Executive Compensation......................................................................
Item 11. Security Ownership of Certain Beneficial Owners and Management..............................
Item 12. Certain Relationships and Related Transactions..............................................
Item 13. Exhibits and Reports on Form 8-K............................................................
Signature...................................................................................
</TABLE>
3.
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Page 1
Item 1. Description of Business.
------------------------
Emergency Filtration Products, Inc. (the "Company") was
organized under the laws of the State of Nevada on November 1, 1991, under the
name "Lead Creek Unlimited". Until February 9, 1996, the Company conducted no
business. The Company filed with the Secretary of State of the State of Nevada a
Certificate of Amendment changing its name to "Emergency Filtration Products,
Inc." on March 8, 1996. The Company is in the business of developing a
state-of-the-art cardio-pulmonary resuscitation ("CPR") isolation mask that is
designed to reduce the possibility of transmission of contagious diseases during
the administration of CPR (the "RespAide(TM)").
On February 9, 1996, the Company entered into an Agreement
with Douglas K. Beplate whereby Mr. Beplate granted to the Company all rights,
including patent rights, to the commercial exploitation of RespAide(TM) . In
consideration of the assignment of these rights, the Company agreed (I) to pay
Mr. Beplate a royalty of 5% of the Company and any licensee on sales of the
RespAide(TM) and any components thereof, payable quarterly; (ii) to compensate
Douglas K. Beplate for consulting services at market value, for which Douglas K.
Beplate was to invoice the company monthly; and (iii) to deliver to Douglas K.
Beplate 19% of the issued and outstanding common stock of the Company as of the
date of the Agreement. On June 18, 1996, Douglas K. Beplate also executed an
Assignment of Invention assigning to the Company all rights to exploit the
RespAide(TM) technology.
The Company is a specialty filter products company that has
developed the state-of-the-art air filtration technology for removing infectious
bacteria and viruses in air flow systems. The Company's internationally patented
dual-filtered vapor isolation valve (VIV) technology can be used in a wide range
of medical and commercial applications, including: (1) CPR isolation masks to
protect emergency response personnel against infectious diseases during
mouth-to-mouth resuscitation; (2) disposable filters to avoid contamination of
critical components in ventilators and other medical devices; (3) air filtration
systems for semiconductor manufacturing and laboratory "clean rooms"; and (4)
heating, ventilating, and air conditioning (HVAC) filters for use in commercial
and residential buildings, airplanes, and motor vehicles.
Item 2. Description of Property.
------------------------
The Company presently occupies office and warehouse space located at 4335 South
Industrial Road, Suite 440, Las Vegas, Nevada 89103. The property consists of
approximately 1,800 square feet of offices and 1,512 square feet of warehouse
space. The property is leased from an unaffiliated party for 3 years, commencing
October 15, 1998, at $3,809.95 per month.
Item 3. Legal Proceedings.
------------------
<PAGE> 4
Page 2
(a) In September, 1998, Bruce N. Knudsen, a former employee of
the Company, filed an action in the Fifth Judicial Court in and for Washington
County, State of Utah, against the Company and Douglas K. Beplate for alleged
breach of contract, which arose out of an employment relationship, claiming
20,000 shares of stock in the Company, unpaid wages and unreimbursed expenses in
the approximate sum of $40,000. Litigation is pending and the Company believes
the claims are without merit.
(b) Bruce E. Batchelor, a shareholder and former officer of
the Company has made certain claims for alleged breaches of agreements as they
relate to unpaid wages, reimbursement for expenses, and claims certain rights in
the trademark of the Company as security for the alleged obligations. The
Company has recorded the sum of $135,000 as of December 31, 1998 and December
31, 1999 which represents the amount claimed to be owed to Bruce E. Batchelor.
The Company and patent counsel, Thomas Fehr, #703 Aerospace Center, 1104 Country
Hills Drive, Ogden, Utah 84403, believe that any claims other than for alleged
money damages is without merit. The Company further believes that it has
offsetting claims against recovery which the Company believes are valid.
Other than described above, there are no legal proceedings
threatened or pending, except such ordinary routine matters which may be
incidental to the business currently being conducted by the Company.
Item 4. Submission of Matter to Vote of Security Holders.
-------------------------------------------------
There has been no matters submitted to the Company's security
holders.
Item 5. Market for Common Company Equity and Related
Stockholder Matter.
--------------------------------------------
(a) Market Price.
The Company's Common Stock is quoted on the Over-The-Counter
Bulletin Board System. During the fourth quarter of 1999, the Company's Common
Stock was quoted on the National Quotation Bureau.
As of December 31, 1999, the Company had 142 shareholders of
record of its common stock. The Company has not paid cash dividends on its
common stock. The Company anticipates that for the foreseeable future any
earnings will be retained for use in its business, and no cash dividends will be
paid on the common stock. Declaration of common stock dividends will remain
within the discretion of the Company's Board of Directors and will depend upon
the Company's growth, profitability, financial condition and other relevant
factors.
<PAGE> 5
Page 3
The Company's common stock is traded on the bulletin board
system under the symbol "EMFP". During the fourth quarter of 1999, the Company's
Common Stock was traded on the National Quotation Bureau. The table below
reflects the high and low bid and ask quotations for each of the Company's
fiscal quarters for the fiscal year covered by this report. The prices reflect
inter-dealer prices, without retail mark-up, mark-down or commission and do not
necessarily represent actual transactions.
The prices were obtained from the internet, the source of the
information is believed to be reliable.
1999
----
HIGH LOW
---- ----
1st Quarter 3.18 1.81
2nd Quarter 2.81 1.31
3rd Quarter 1.81 1.31
4th Quarter 1.69 0.62
The Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock", for purposes relevant to
the Company, as any equity security that has a market price of less that $5.00
per share or with an exercise price of less that $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt,
the rules require: (I) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (I) obtain
financial information ad investment experience and objectives of the person; and
(iii) make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person as sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (I) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the transactions. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
<PAGE> 6
Page 4
For the initial listing on the NASDAQ SmallCap market, a
company must have net tangible assets of $4 million or market capitalization of
$50 million or a net income (in the latest fiscal year or two of the last fiscal
years) of $750,000, a public float of 1,000,000 shares with a market value of $5
million. The minimum bid price must be $4.00 and there must be 3 market makers.
In addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operation history of at least one year or a market
capitalization of $50 million.
For continued listing in the NASDAQ SmallCap market, a company
must have net tangible assets of $2 million or market capitalization of $35
million or a net income (in the latest fiscal year or two of the last fiscal
years) of $500,00, a public float of 500,000 shares with a market value of $1
million. The minimum bid price must be $1.00 and there must be 2 market makers.
In addition, there must be 300 shareholders holding 100 shares or more.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid limitations. However,
there can be no assurances that, upon a successful merger or acquisitions, the
Company will qualify its securities for listing on NASDAQ or some other national
exchange, or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its securities or to
meet the relevant maintenance criteria after such qualification in the future
may result in the discontinuance of the inclusion of the Company's securities on
a national exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter market. As a
result, a shareholder may find it more difficult to dispose of , or to obtain
accurate quotations as to the market value of, the Company's securities.
(b) Holders.
Item 6. Management's Discussion and Analysis of Plan of Operation
Financial Condition
Since the Company's inception, the Company has been involved
in the development of its technology. During this time revenues have been
minimal and expenditures primarily attributed to research and development.
Without adequate revenues to offset expenditures, the Company has report a loss
in each of its years of existence. To date, the Company has funded itself by way
of a series of private equity sales. As of the end of fiscal 1999, the Company
had offset its accumulated deficit in this manner and has therefore not found it
necessary to incur any long-term debt. The most valuable asset of the Company is
its intellectual property and technology. The Company has acquired the rights to
certain intellectual property, which property includes title to the patent on a
component of an emergency CPR assistance device,
<PAGE> 7
Page 5
called a dual-filtered rotary isolation valve. Rights pertaining thereto include
the right to maintain, sell and improve the device, and to license those rights.
Although the Company believes its technology to be very valuable in the real
sense, this value is not quantified as such on the Company's Balance Sheet.
Operational Results
During 1999, the Company reported revenues of $49,701.
Revenues have been primarily from the sale of the emergency CPR assistance
device and the company is now focusing on securing licensing agreements and on a
marketing-driven sales effort in order to increase revenues that will ultimately
cover total expenditures.
The cost of goods sold decreased both in the amount and as a
percentage of sales in 1999 versus 1998. These decreases are due primarily to
the large inventory on hand at year end 1998 that supported sales in 1999.
Total expenditures decreased substantially in 1999 as compared to 1998. The
primary reasons for this occurrence are:
Research and development costs decreased from $576,588 to
$57,328 during the fiscal years ended December 31, 1998 and 1999, respectively.
This substantial decrease was a result of the Company's move from a research and
development stage to a marketing stage wherein the Company is focused on sales
and licensing of the RespAide(TM) product.
Depreciation and amortization expense decreased minimally from
$24,485 to $22,876 during the fiscal year ended December 31, 1998 and 1999,
respectively.
General and administrative costs decreased from $1,093,776 to
$920,319 during the fiscal years ended December 31, 1998 and 1999, respectively,
as a result of decreased employee compensation in the form of common stock.
Capital Funding
The Company currently is unable to generate sufficient cash
from operations to sustain its business efforts as well as to accommodate its
growth plans. Until it is able to generate sufficient cash flow, the Company
will seek capital funding from outside resources. The company presently has no
commitment for such funding and has not concluded what form, whether debt or
equity, such funding will be derived through.
The Company's cost-efficient business model emphasizes: (1)
in-house research and development; (2) accumulation of intellectual property
assets; (3) ownership of key production equipment; and (4) outsourcing of all
manufacturing,
<PAGE> 8
Page 6
distribution, warehousing, and order fulfillment. Accordingly, the Company
benefits from low overhead, as well as the pricing advantages inherent in
proprietary specialty products.
The Company's management is now completing transformation from
a technology-driven research and development business to a marketing-driven
proprietary products company. Product development efforts remain an important
priority, but are now balanced by an increasing focus on elements of production
and sales.
The Company's current product line includes:
o RespAide(TM) CPR Isolation Mask. The company has received
Federal Drug Administration ("FDA") approval for its RespAide
(TM) CPR isolation mask incorporating the VIV filter, and
recently commenced volume manufacturing and distribution of
complete units and replacement filters (the RespAide(TM)
filter needs to be replaced after each use). In test by Nelson
Laboratories, RespAide(TM) was found to be greater than 99.9%
effective against bacterial and viral transmission - the
highest rating testing labs will issue for medical devices,
and believed by management of the Company to be superior to
any competing product on the market.
o Disposable Filters for BVMs. The same filter used in the
RespAide(TM) product is ideal for preventing contamination of
"bag valve masks" which are single-use ventilators. The
disposable filter keeps the equipment contaminant-free,
thereby allowing a BVM to be safely reused with a new filter -
a considerable economic benefit due to the lower replacement
and disposal costs of the filter versus discarding the entire
BVM unit. The Company has applied for FDA approval.
o Ventilator Circuits. To extend its market reach from emergency
response sites to the vast number of respiratory procedures
conducted within medical facilities, the Company has
introduced two new configurations of its VIV technology: (1) a
one-way ventilator circuit that eliminates the exhalation
ports of patient's breath in favor of permitting a T-valve
attachment of monitoring CO(2) levels - suitable for any
inline ventilator connection; and (2) a two-way ventilator
circuit for applications where ambient air flow must pass
evenly in both directions while still protecting equipment and
hoses. This is suitable for use in anesthesia and general
respiratory procedures. The company has applied for FDA
approval.
In addition, the Company has designed another configuration of
the technology for the BVM market that incorporates a self-contained nebulizer,
a filter, and a bag with built-in CO(2) monitoring capabilities. A patent
application has been filed for this product. The Company is currently conducting
prototype development.
<PAGE> 9
Page 7
The market for air purification filters for protection against communicable
diseases has grown rapidly since the mid-1980's - from practically nil, to an
estimated 1,460,000,000 in 1997. Demand has been driven largely by such factors
as the spread of AIDS and Hepatitis C, the resurgence of Tuberculosis in many
urban settings, and growing concerns in the medical community about new
drug-resistant strains of bacteria. Such concerns are clearly evident in the
results of recent independent surveys indicating that approximately 45% of
doctors, 57% of EMTs, 80% of nurses, and substantially all paramedics surveyed
would refuse to perform mouth-to-mouth resuscitation on an adult stranger
without barrier protection. Indeed, many of the respondents indicated that they
had already walked away from situations in the community requiring
mouth-to-mouth resuscitation.
In addition to emergency ambulance services, police departments, firefighters,
hospitals, doctors, the military, and major CPR training organizations such as
the American Heart Association, management believes that the market also
includes government and private sector entities that will choose, or may be
required by law to keep CPR isolation masks on hand.
The Company currently holds military national stocking numbers
for the RespAide(TM) CPR isolation mask and replacement filters. These stocking
numbers make both products acceptable for inventory in all four branches of the
military and the U.S. Coast Guard.
To reach the market, the Company has entered into contractual
arrangements with a number of U.S. and international medical product
distributors. Additionally, the Company is actively pursuing licensing
agreements with other companies that have market penetration.
The Company intends to firmly establish its reputation for
supplying the best medical air filters available, and then begin aggressively
commercializing the technology in the enormous HVAC category. The Company
estimates that the addition of HVAC applications will increase the total
addressable market for dual-filtered vapor isolation valve technology.
Competition
The medical device industry is a highly competitive sector of
the health care industry and there are a large number of established and well
financed entities with significantly greater financial resources, technical
expertise and in depth managerial capabilities than the Company. Although the
Company has achieved patent protection for the RespAide(TM), there is no
assurance that other entities may not compete in or enter the medical and
commercial market in competition with the Company.
Item 7. Financial Statements.
---------------------
<PAGE> 10
EMERGENCY FILTRATION PRODUCTS, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE> 11
C O N T E N T S
Independent Auditors' Report ...................................... 3
Balance Sheet ..................................................... 4
Statements of Operations .......................................... 6
Statements of Stockholders' Equity (Deficit) ...................... 7
Statements of Cash Flows .......................................... 8
Notes to the Financial Statements ................................. 10
<PAGE> 12
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Emergency Filtration Products, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of Emergency Filtration Products,
Inc. as of December 31, 1999, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years ended December 31,
1999 and 1998. 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 significant estimates made by
management, as well as evaluating the overall 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 Emergency Filtration Products,
Inc. as of December 31, 1999 and the results of its operations and its cash
flows for the years ended December 31, 1999 and 1998 in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has not generated revenues sufficient to cover
its operating costs, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
April 9, 2000
3
<PAGE> 13
EMERGENCY FILTRATION PRODUCTS, INC.
Balance Sheet
ASSETS
<TABLE>
<CAPTION>
December 31,
1999
------------
<S> <C>
CURRENT ASSETS
Cash $ --
Accounts receivable (Note 1) 9,605
Prepaid expenses 958
Inventory (Note 1) 90,937
---------
Total Current Assets 101,500
---------
PROPERTY AND EQUIPMENT (Note 1)
Molds 109,650
Furniture and office equipment 36,884
Accumulated depreciation (48,751)
---------
Total Property and Equipment 97,783
---------
OTHER ASSETS
Deposits 4,141
Patent, net (Note 2) 29,144
---------
Total Other Assets 33,285
---------
TOTAL ASSETS $ 232,568
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 14
EMERGENCY FILTRATION PRODUCTS, INC.
Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
December 31,
1999
------------
<S> <C>
CURRENT LIABILITIES
Accounts payable $ 102,051
Accounts payable - related parties (Note 3) 146,620
Cash overdraft 1,176
Note payable (Note 4) 18,532
Accrued expenses 21,615
Contingent liability (Note 3) 135,000
-----------
Total Current Liabilities 424,994
-----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $0.001; authorized 50,000,000 shares;
7,823,765 shares issued and outstanding 7,824
Additional paid-in capital 3,920,647
Accumulated deficit (4,120,897)
-----------
Total Stockholders' Equity (Deficit) (192,426)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 232,568
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 15
EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Operations
<TABLE>
<CAPTION>
For the Year Ended
December 31,
-----------------------------
1999 1998
----------- -----------
<S> <C> <C>
NET SALES $ 49,701 $ 140,507
EXPENSES
Cost of sales 30,194 125,734
Depreciation and amortization 22,876 24,485
Bad debt expense 1,092 966
Research and development 57,328 576,588
General and administrative 920,319 1,093,776
----------- -----------
Total Expenses 1,031,809 1,821,549
----------- -----------
LOSS FROM OPERATIONS (982,108) (1,681,042)
----------- -----------
OTHER INCOME (EXPENSE)
Other expenses -- (38,514)
Loss on disposal of assets -- (3,014)
Interest expense (1,401) (17,906)
----------- -----------
Total Other Income (Expense) (1,401) (59,434)
----------- -----------
NET LOSS $ (983,509) $(1,740,476)
=========== ===========
BASIC LOSS PER SHARE $ (0.13) $ (0.30)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 7,598,780 5,653,607
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 16
EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Common Stock Additional
--------------------------- Paid-In Accumulated
Shares Amount Capital Deficit
--------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1997 5,501,401 $ 5,501 $1,317,674 $(1,396,912)
Common stock issued for cash at
prices ranging from $0.40 to
$1.00 per share 809,056 809 657,833 --
Common stock issued for
services at prices ranging
from $0.40 to $1.00 per share 1,221,066 1,221 1,112,712 --
Common stock issued in
lieu of debt at $1.00 per share 103,251 103 103,148 --
Common stock canceled at
predecessor cost (original
founders) at $0.00 per share (556,667) (556) 556 --
Net loss for the year ended
December 31, 1998 -- -- -- (1,740,476)
--------- ----- --------- -----------
Balance, December 31, 1998 7,078,107 7,078 3,191,923 (3,137,388)
Common stock issued for
cash at $1.00 per share 601,061 601 600,460 --
Common stock issued on
exercise of stock options
at $0.75 per share 67,000 67 50,183 --
Common stock issued for
services at $1.00 per share 77,597 78 77,519 --
Additional capital contribution -- -- 562 --
Net loss for the year ended
December 31, 1999 -- -- -- (983,509)
--------- ----- --------- -----------
Balance, December 31, 1999 7,823,765 $ 7,824 $3,920,647 $(4,120,897)
========= ======= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 17
EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended
December 31,
-------------------------------
1999 1998
--------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(983,509) $(1,740,476)
Adjustments to reconcile net loss to net
cash (used by) operating activities:
Depreciation and amortization 22,876 24,485
Loss on disposal of assets -- 3,014
Bad debts 1,092 966
Common stock issued for services 77,597 1,113,933
Changes in operating assets and liabilities:
(Increase) decrease in deposits -- (719)
(Increase) decrease in inventory (27,241) 41,536
(Increase) decrease in prepaid expenses 4,830 (5,788)
(Increase) decrease in accounts receivable
and accounts receivable related 2,465 10,640
Increase (decrease) in cash overdraft 1,176 (193)
Increase (decrease) in accrued expenses 12,861 24,192
Increase (decrease) in accounts payable
and accounts payable - related parties 199,027 (56,945)
--------- -----------
Net Cash (Used by) Operating Activities (688,826) (585,355)
--------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment (12,625) --
Patent costs (8,345) (17,426)
--------- -----------
Net Cash (Used by) Investing Activities (20,970) (17,426)
--------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of stock 651,311 658,642
Additional capital contributed 562 --
Proceeds from note payable 22,480 13,702
Payment on notes and leases payable (25,741) (8,379)
--------- -----------
Net Cash Provided by Financing Activities 648,612 663,965
--------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (61,184) 61,184
CASH AT BEGINNING OF PERIOD 61,184 --
--------- -----------
CASH AT END OF PERIOD $ -- $ 61,184
--------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE> 18
EMERGENCY FILTRATION PRODUCTS, INC.
Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
For the Year Ended
December 31,
---------------------------
1999 1998
------- ----------
<S> <C> <C>
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 1,401 $ 2,468
Income taxes $ -- $ --
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $77,597 $1,113,933
Common stock issued in lieu of convertible
debt debentures and accrued interest $ -- $ 103,251
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE> 19
EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Emergency Filtration Products, Inc. (the Company) was
incorporated in the State of Nevada on November 1, 1991 as
Lead Creek Unlimited. In March 1996, pursuant to a Plan of
Reorganization, the Company changed its name to Emergency
Filtration Products, Inc.
Between November 1, 1991 and February 9, 1996, the Company had
no line of business. As of the latter date, the Company
entered into an agreement to acquire title to a technology in
the emergency respiration equipment field. The Company is
currently engaged in the development, production and sale of
this equipment.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a
December 31, year end.
c. Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
d. Accounts Receivable
Accounts receivable are shown net of the allowance for
doubtful accounts of $1,092 at December 31, 1999.
e. Provision for Taxes
At December 31, 1999, the Company had net operating loss
carryforwards of approximately $4,100,000 that may be offset
against future taxable income through 2019. No tax benefit has
been reported in the financial statements, because the
potential tax benefits of the loss carryforwards are offset by
a valuation allowance of the same amount
f. Property and Equipment
Property and equipment are stated at cost. Expenditures for
small tools, ordinary maintenance and repairs are charged to
operations as incurred. Major additions and improvements are
capitalized. Depreciation is computed using the straight-line
and accelerated methods over estimated useful lives as
follows:
Molds 7 years
Furniture and office equipment 5 to 7 years
Depreciation expense for the years ended December 31, 1999 and
1998 was $20,940 and $22,825, respectively.
10
<PAGE> 20
EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Inventory
Inventory is stated at the lower of cost (computed on a
first-in, first-out basis) or market. The inventory consists
of raw materials used in the assembly and production of the
emergency respiration equipment.
h. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
i. Basic Loss Per Share
The computation of basic loss per share of common stock is
based on the weighted average number of shares outstanding
during the period of the financial statements. Common stock
equivalents, consisting of stock options, have not been
included in the calculation as their effect is antidilutive
for the periods presented.
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1999
---------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
$ (983,509) 7,598,780 $(0.13)
=========== ========= ======
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended
December 31, 1998
---------------------------------------------------
Loss Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
$(1,740,476) 5,653,607 $(0.30)
=========== ========= ======
</TABLE>
j. Change in Accounting Principle
The Financial Accounting Standards Board has issued certain
new standards, including standards on earnings per share (SFAS
128), capital structure (SFAS 129), comprehensive income (SFAS
130), operating segments (SFAS 131) and postretirement
benefits (SFAS 132). The adoption of these standards did not
have a material impact on the Company's financial statements.
11
<PAGE> 21
EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
December 31,1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
k. Advertising
The Company follows the policy of charging the costs of
advertising to expense as incurred.
l. Revenue Recognition
Revenue is recognized upon shipment of goods to the customer.
m. Equity Securities
Equity securities issued for services rendered have been
accounted for at the fair market value of the securities on
the date of issuance.
NOTE 2 - PATENT
The Company entered into an agreement to acquire the rights to
certain intellectual property, which property includes title
to the patent on a component of an emergency CPR assistance
device, called a dual filtered rotary isolation valve. Rights
pertaining thereto include the right to maintain, sell and
improve the device, and to license those rights. The Company
has agreed to pay a 5% royalty on any sales related to the
patented intellectual property. Additional costs related to
the patent were capitalized during the years ended December
31, 1999 and 1998 which consist of legal and filing fees
incurred to maintain the patent throughout the world.
Amortization is computed over an estimated life of 15 years.
Impairment of the patent is analyzed annually. The patent was
published by the U.S. Patent Office on November 15, 1996, the
U.S. Patent number is 5,575,279. Amortization expense for the
years ended December 31, 1999 and 1998 was $1,936 and $1,660,
respectively.
NOTE 3 - RELATED PARTY TRANSACTIONS
At December 31, 1999, $135,000 has been recorded by the
Company which represents an amount claimed to be owed to a
shareholder and former officer of the Company for unpaid wages
and reimbursements. The shareholder also claims that he has
legal rights to certain trademarks of the Company until he is
paid in full. The Company believes that the claim is
unsubstantiated and has tried to negotiate a settlement amount
with the shareholder. Management believes that in the unlikely
case of an unfavorable outcome, the potential loss will not
exceed the $135,000 recorded. Management is uncertain as to
the outcome as of the date of this audit report.
Certain employees, officers and shareholders are also owed
amounts in past due wages and expense reimbursements as of
December 31, 1999. In addition, a shareholder of the Company
has advanced funds to the Company in order to cover operating
costs. The total amount owed to these related parties as of
December 31, 1999 was $146,620. The amounts are non-interest
bearing, unsecured, and due on demand.
12
<PAGE> 22
EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
December 31, 1999
NOTE 4 - NOTE PAYABLE
A note was signed by the Company to an insurance company for
product liability insurance for a one year period from October
1999 to October 2000. The remaining amount due at December 31,
1999 was $18,532.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
The Company has incurred significant losses which have
resulted in an accumulated deficit of $4,120,897 at December
31, 1999 which raises substantial doubt about the Company's
ability to continue as a going concern. The accompanying
financial statements do not include any adjustments relating
to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that
might result from the outcome of this uncertainty. It is the
intent of management to create additional revenues through the
development and sales of its emergency respiration equipment
and to rely upon additional equity financing if required to
sustain operations until revenues are adequate to cover the
costs.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company is leasing office space in Las Vegas, Nevada for
three years beginning October 15, 1998. The monthly rental
payment is currently $3,810.
Minimum future lease payments on the lease as of December 31,
1999 are as follows:
<TABLE>
<CAPTION>
Year Ending
December 31, Amount
------------ ------
<S> <C> <C>
2000 $48,535
2001 28,989
2002 --
2003 --
2004 and thereafter --
Total $77,524
</TABLE>
NOTE 7 - STOCK OPTIONS
During 1998, the Company granted stock options to various
individuals for a total of 3,120,000 restricted common shares
of the Company at exercise prices ranging from $0.60 to $1.40
per share. During the year ended December 31, 1999, additional
stock options were granted for a total of 785,000 restricted
common shares of the Company at exercise prices ranging from
$1.00 to $5.00 per share and 67,000 options were exercised at
$0.75 per share for total proceeds of $50,250. The total
amount of outstanding stock options at December 31, 1999 is
summarized as follows:
13
<PAGE> 23
EMERGENCY FILTRATION PRODUCTS, INC.
Notes to the Financial Statements
December 31, 1999
NOTE 7 - STOCK OPTIONS (Continued)
<TABLE>
<CAPTION>
Shares Exercise Price Exercised By
-------------- ------------------ ----------------
<S> <C> <C> <C>
300,000 $0.60 December 2000
2,553,000 $0.75 January 2001
100,000 $0.60 December 2001
100,000 $1.40 December 2001
100,000 $1.00 March 2002
150,000 $1.00 February 2002
50,000 $2.50 February 2002
50,000 $4.00 February 2002
150,000 $1.00 January 2002
100,000 $2.50 January 2002
75,000 $4.00 January 2002
75,000 $5.00 January 2002
35,000 $1.00 March 2003
</TABLE>
14
<PAGE> 24
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
-----------------------------------------------------------
The Company has not changed accountants since its formation
and there are no disagreements with the findings of said accountants.
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
-------------------------------------------------------------
The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until their successors
have been elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Michael J. Crnkovich 45 President, Chief Executive
Officer, Director (Chairman
of the Board)
Peter Clark 48 Secretary, Treasurer, Director
Dr. Raymond C.L. Yuan 56 Director
Thomas Burns 61 Director
Sherman Lazrus 66 Director
Douglas K. Beplate 45 Control Person
</TABLE>
The principal occupation and business experience during the
last five years for each of the present directors and executive officers of the
Company are as follows:
Michael J. Crnkovich, Chairman, President and CEO, joined the Company
as Director of Marketing in 1997, and was appointed to his present
positions later that same year. Prior to his positions with the
Company, Mr. Crnkovich was employed as the General Manager for an
eight-line General Motors/Chrysler automobile dealership, Billingsley
Motors, in Winnemucca, Nevada.
15
<PAGE> 25
Peter Clark, Vice President, Sales and Marketing, joined the Company in
1995 and was subsequently appointed Secretary/Treasurer and elected to
the Board of Directors in 1997.
Dr. Raymond C.L. Yuan, Director, was elected to the Board in December,
1997. Since 1993, Dr. Yuan has served as Managing Director of AsiaWorld
Medical Technology Limited, an exclusive master distributor of advanced
medical and healthcare products in South East Asia, including the
People's Republic of China. In addition, Dr. Yuan currently serves in
the following positions: President of the MedNet Group located in Hong
Kong, a group of healthcare education and communications companies;
Managing Director of Bio-health Consultancy Limited (Hong Kong), a
consulting firm specializing in bio-health and biotechnology consulting
to medical institutions; and Executive Director of Financial Resource
International, Limited located in Hong Kong, an international
investment banking firm.
J. Thomas Burns, Director, was elected to the Board in May, 1998. Mr.
Burns has more than 25 years of senior management and marketing
experience in the medical devices field. His most recent position was
President and CEO of Laerdal Medical Corporation (Armonk, New York), a
competitor of the Company and currently the leading supplier of CPR
isolation masks.
Sherman Lazrus, Director, was elected to the Board in December 1998,
and has nearly 40 years' experience in government and private sector
health care and health care finance. Mr. Lazrus presently serves as
President of American Medical Capital, a division of American Medical
Enterprises, LLC located in Bethesda, Maryland, a financial services
and investment banking company specializing in the healthcare industry,
a position he has held since 1991.
The officers and directors may be deemed parents and promoters
of the Company as those terms are defined by the Securities Act of 1933, as
amended. All directors hold office until the next annual stockholders' meeting
or until their death, resignations, retirement, removal, disqualification, or
until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.
There are no agreements or understandings for any officer or
director of the Company to resign at the request of another person and none of
the officers or directors are acting on behalf of or will act at the direction
of any other person.
The Company has checked the box provided on the cover page of
this Form to indicate that there is no disclosure in this form of reporting
person delinquencies in response to Item 405 of Regulation S-B.
Item 10. Executive Compensation.
-----------------------
16
<PAGE> 26
The following table sets forth the cash compensation which was paid by the
Company for services rendered to the Company. During fiscal year ended 1999, the
following payments were made:
<TABLE>
<CAPTION>
Name Position Remuneration
- ---- -------- ------------
<S> <C> <C>
Michael J. Crnkovich President, $48,000
Chief Executive
Officer
Peter Clark Secretary/Treasurer $36,000
</TABLE>
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
---------------------------------------------------
Security Ownership of Certain Beneficial Owners.
The following table sets forth the security and beneficial
ownership for each class of equity securities of the Company for any person who
is known to be the beneficial owner of more than five percent of the Company:
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent
Title of Class Beneficial Owner Beneficial Owner of Class
- -------------- ---------------- ---------------- --------
<S> <C> <C> <C>
Common Peter Clark
2251 Wigwam Pkwy
#1823
Henderson, NV 89014 600,293 7.672%
Option Peter Clark
2251 Wigwam Pkwy
#1823
Henderson, NV 89014 600,000 - - - -
Common Douglas K. Beplate
2254 Candlestick Avenue
Henderson, NV 89052 739,820 9.456%
Option Douglas K. Beplate
2254 Candlestick Avenue
Henderson, NV 89052 500,000 - - - -
Common Niso Adato
Levent Cab No. 3
Bricini, Levent 80620
Istanbul, Turkey 450,000 5.751%
--------- ------
Total 2,890,113 22.879%
</TABLE>
17
<PAGE> 27
The total of the Company's outstanding Common Shares are held
by 142 persons.
Security Ownership of Management.
The following table sets forth the beneficial ownership for
each class of equity securities of the Company beneficially owned by all
directors and officers of the Company.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent
Title of Class Beneficial Owner Beneficial Owner of Class
- -------------- ---------------- ---------------- --------
<S> <C> <C> <C>
Common Michael J. Crnkovich 201,000 2.569%
505 Copper Street 600,000 (2)
#206
Elko, NV 89801
Common Peter Clark 600,293 7.672%
2251 Wigwam Pkwy 600,000 (2)
#1823
Henderson, NV 89014
Common Dr. Raymond C.L. Yuan 10,000 0.127%
4335 S. Industrial Road 100,000 (2)
Las Vegas, NV 89103
Common J. Thomas Burns 100,000 (2) - - - -
4335 S. Industrial Road
Las Vegas, NV 89103
Common Sherman Lazrus 100,000 (2) - - - -
4335 S. Industrial Road
Las Vegas, NV 89103
Common Douglas K. Beplate (3) 739,820 9.456%
2254 Candlestick Avenue 500,000 (2)
Henderson, NV 89052
--------- ------
Total Shares 1,551,113 19.824%
</TABLE>
(1) Beneficial, including options.
(2) The following options of the Company are owned by the directors and officers
and control persons of the Company:
<TABLE>
<CAPTION>
# of Shares Price Expiration
----------- ----- ----------
<S> <C> <C> <C>
Michael J. Crnkovich 100,000 $0.60 12/30/00
500,000 $0.75 01/08/01
Peter Clark 100,000 $0.60 12/30/00
500,000 $0.75 01/08/01
Douglas K. Beplate 500,000 $0.75 01/08/01
Raymond C.L. Yuan 100,000 $ .60 12/30/00
Thomas Burns 100,000 $0.60 12/30/01
Sherman Lazrus 100,000 $1.40 12/09/01
---------
Total shares subject to options 2,000,000
</TABLE>
Consultant [co-founder and inventor]; 668,667 pledged to a third party.
Item 12. Certain Relationship and Related Transactions.
----------------------------------------------
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
The following reports on Form 8-K are incorporated herein by
reference:
(1) 8-K filed 12/3/1999
The following documents are filed as part of this report:
(1) Financial Statements filed as part of this report
prepared by Jones Jensen & Co., Certified Public
Accountant for the fiscal year ended 12/31/99, with
the related consolidated statements of operations and
accumulated deficit, and cash flow for the year then
ended.
18
<PAGE> 28
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 14, 2000 Emergency Filtration Products, Inc.
By: /s/ Michael J. Crnkovich
----------------------------------
Michael J. Crnkovich
President
19
