CONFORMED SUBMISSION TYPE: 10SB-12G
FILED AS OF DATE: October 14, 1999.
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Piccard Medical Corporation
CENTRAL INDEX KEY: 1099341
STANDARD INDUSTRIAL CLASSIFICATION: 3865
IRS NUMBER: 41-1716477
FILING VALUES:
FORM TYPE: 10SB-12G
SEC ACT:
SEC FILE NUMBER:
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 120 2nd Street
STREET 2: PO Box 170
CITY: Weyerhaeuser
STATE: WI
ZIP: 54895
BUSINESS PHONE: (715) 353-2720
MAIL ADDRESS: same as above
STREET 1:
STREET 2:
CITY:
STATE:
ZIP:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS Under Section 12(b) or
(g) Of the Securities Exchange Act of 1934
Piccard Medical Corporation
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(Name of Small Business Issuer in its charter)
Delaware 41-1716477
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or organization)
120 2nd Street, PO Box 170, Weyerhaeuser, WI 54895
- - - - -------------------------------------------------- ---------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (715) 353-2720
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
--------------------------------------- ----------------------------------
- - - --
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- - - --
Securities to be registered under section 12(g) of the Act:
Common Stock, $.0000001 par value per share, 50,000,000 shares authorized,
18,205,600 issued and outstanding as of Dec. 31, 1999. Stock is currently
being quoted OTC on the pink sheets.
Part I
.............................................................................
Item one. Description of Business...
Item 2. Management's Discussion and Analysis or Plan of
Operation...
Item 3. Description of Property...
Item 4. Security Ownership of Management and Others and
Certain Security Holders...
Item 5. Directors, Executives, Officers and Significant
Employees...
Item 6. Executive Compensation...
Item 7. Certain Relationships and Related Transactions...
Part II...
Item 1. Legal Proceedings...
Item 2. Market for Common Equity and Related Stockholder Matters...
Item 3. Recent Sales of Unregistered Securities...
Item 4. Description of Securities...
Item 5. Indemnification of Directors and Officers...
Part F/S...
Item 1. Financial Statements...
Item 2. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...
Part III...
Item 1. Index to Exhibits...
Item 2. Description of Exhibits...
Part I
Item 1. Description of Business
A. Business Development and Summary
Piccard Medical Corporation, hereinafter referred to as the
"Company," "Piccard", or "PMCZ" was organized by the filing of articles of
incorporation with the Secretary of State of the State of Delaware on August
12, 1998 under the former name of the Company, "Spina Company Inc." The
articles of the Company authorized the issuance of five hundred million
(50,000,000) shares of Common Stock at a par value of $0.0000001 per share.
On October 26,1998 a Form D, pursuant to a rule 504 exemption, was filed with
the Securities and Exchange Commission and 500,000 shares of common stock were
sold. On June 21,1999 the Company authorized a four (4) for one (1) forward
stock split. On July 20, 1999, the Company acquired one hundred percent
(100%) of the common stock of Piccard Medical Corporation. The Company owns a
20% stake in 1192403 Ontario Inc. which has ownership in a building
slated to be redeveloped into a retirement home. The building is approximately
46,000 square feet and is located in Woodstock Ont. Canada.
Piccard Medical Corporation is a manufacturing company engaged in the
development, manufacture and sale of products for the long-term care (Skilled
Nursing Home) and acute care (Hospital) markets. Piccard Medical Corporation
specializes in therapeutic seating, positioning and transporting products, but
is not limited to these markets. The window of opportunity is open, with the
demand rising for quality seating and positioning products. Given the lack of
product availability, PMC intends to capitalize on the therapeutic seating and
mobility aids market. At this time we have seven models and many accessories to
accommodate the various needs of residents. We currently have patents pending
on a device that adapts standard wheelchairs to accommodate various positioning
accessories. Many of our features, accessories and designs are unique to the
industry and unavailable anywhere else.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
PMC's product in the health care industry would be described as geriatric
chairs, which is used as a generic term in nursing homes to describe a broad
range of chairs other than standard wheelchairs. PMC's chairs are designed to
accommodate more specific needs such as proper positioning, posture control,
comfort and increased mobility.
Some of the unique features, advantages and benefits are as follows:
1) Seven Positions Tilt-In-Space - allows easy one-hand adjustments that help
control slumping and sliding while providing pressure relief and comfort.
2) Rocking mode allows the occupant the ability to rock therefore offering
additional pressure relief and relaxation.
3) Fiberglass Composite Springs - unlike gas and steel springs or even
mechanical leverage systems, fiberglass composite springs never lose memory or
wear out. They compensate for occupant's weight, making repositioning
effortless. This will help reduce staff back injuries thus reducing workers
compensation claims. The fiberglass spring system is maintenance free,
requires no need to spend any time fixing, adjusting or replacing and that
saves money.
4) Leg Rest - independently adjustable, offers more positioning capabilities.
Heavy duty, non-scissors mechanism provides lower maintenance.
5) Arm Rests - removable and reversible. Arms allow for easier transfers,
lower arm positioning and for positioning under the table to allow for eating
and other table activities.
6) Auto Footrest - automatically adjusts footrest to proper length. Reduces
time, lifting and back stress. It provides for an effortless way to help
prevent foot drop. A locking mechanism is available if needed for fixed length.
Currently no other manufacturer has a footrest that functions like this on the
market.
7) Wheels - semi-pneumatic wheels are designed with a short wheelbase that
provides exceptional maneuverability and tracking indoors and outdoors.
8) Adjustable Footrest - four-position footrest helps provide proper
positioning and helps prevent foot drop. Most competitors' chairs have no foot
support at all.
Although these are some of the standard features of the chairs, PMC also has
many accessories to accommodate needs that are more specific.
9) Retirement Home - Piccard owns a 20% stake in a building slated for
redevelopment into a retirement home, located in Woodstock Ont.
Business Plan
CURRENT POSITION
Piccard Medical Corporation is currently manufacturing and selling a line of
specialized seating, positioning chairs and accessories to the health care
industry. In the past four years, Piccard Medical Corporation has worked
aggressively to achieve our current position. We have without a doubt the
easiest operating and lowest maintenance chair on the market. Our customer
satisfaction is excellent. We have a small base of Dealers/Reps and our
marketing strategies are being refined. Our production and assembly are very
well positioned and have the ability to triple with minimal increase to
overhead. Our primary goal is to launch new product for the year 1999. The
areas of planning that need to be executed immediately are as follows:
1. Arrange the necessary financing to achieve our short and long term goals.
2. Execute marketing plans, including field sales force and direct marketing
efforts.
3. Continued engineering to increase efficiency of manufacturing and extend
product line.
Develop and Launch six new products.
(2) Distribution an Marketing Methods of the Products or Services
Marketing will be achieved through the methods listed:
Direct Mailings (Monthly)
Recruit New Representatives and Distributors
Sales and Product Training for Representatives and Distributors
Sign New Contacts with Nursing Home Chains
Develop Corporate National Accounts Programs
Acquire VA Contract
Trade Shows (Local and National)
Trade Publications
Audiovisual Presentation
(3) Industry Background
Total U.S. health care market revenues in 1995 were over one trillion dollars.
PMC is focusing on the therapeutic seating, positioning and mobility aids
market, which has revenues of over $1.5 billion dollars. Our focus has been on
long-term care geriatric seating and positioning, with an equipment market of
$150 million dollars in annual revenues. With the additional product lines we
intend to bring to the market, we can pursue the entire $1.5 billion-dollar
market. The market trend has been changing toward chairs with more seating and
positioning capabilities. With the baby boomers beginning to reach the nursing
homes, we believe the geriatric market will begin to experience much higher
growth rates in the near future: as much as 7% per year.
.
(5) Raw Materials and Suppliers
Piccard Medical uses readily available materials such as steel and cloth,
leather etc., and manufactures everything itself thereby reducing the risk of
raw material supply problems. There is however always the possibility that raw
materials might drive costs to a prohibitive level. Management does not foresee
any problems with this.
(6) Customers
Piccard Medical Corporation already has a contract with two nursing home chains
Vencor Corporation and Central Arkansas Nursing Homes. We acquired a contract
in 1997 from Direct Supply Inc. Direct Supply is one of the largest suppliers
of long-term care medical products in the nation. Last year Direct Supply sold
over $92,000 and expects to increase by at least 20% for 1998. We currently
are in process of acquiring more contracts with several other nursing home
chains and are pursuing a VA contract. The VA is the largest purchaser of
medical products in the nation.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
Piccard Medical Supply currently has one patent in place and is creating
another.
The patent in place is one relating to the wheelchair support and attachment
system.
(8) Regulation
The Company is subject to certain federal and state laws and regulations that
are applicable to the Health Care Industry, Legislative and regulatory
proposals under consideration by federal, state, local governmental
organizations concern various aspects of the Industry, including, but not
limited to, privacy, taxation, accessibility, liability for third-party
activities and jurisdiction. Such government regulation may place the
Company's activities under increased regulation, increase the Company's cost
of doing business, decrease the growth the Company's business and resultants
of operations and financial condition.
Taxation
There are currently no additional requirements other than normal business
taxation and management does not anticipate a change in taxation.
(10) Research and Development Activities
1. PMC is not actively pursuing other markets at this time, but intends to
pursue other markets within the long-term care, acute care and home care
markets.
Some of products we intend to pursue are as follows:
a) Combination tilt and recliner chair: This chair would have greater
versatility and allow positioning the feet above the heart. It would help in
the treatment and prevention of edema. In addition to edema the chair would be
beneficial for many other needs or preferences.
b) SafeGuard: A chair designed specifically for people with neurological
disorders.
The chair needs to be very stable, completely padded and able to withstand
tremendous abuse. No one currently makes a chair even remotely close to suit
the needs of these residents.
c) Auto Rocker: This chair would be designed mostly to reduce the chance of
residents developing pressure ulcers, but also for passive rocking. Pressure
ulcers are caused by long periods of constant pressure, usually due to sitting
in a chair or lying in bed with very little activity day after day. This is a
major issue in nursing homes. The chair would automatically rock up and down
with variable speed. By constantly changing the pressure points and increasing
blood circulation, it reduces the chance of developing pressure ulcers and
reducing staff labor. There is nothing like this on the market and we believe
it would be a great success.
d) Kinetic Therapy Chair: This chair would be designed to aid it the healing
process of stage 3 and 4 skin ulcers or pressure ulcers. This chair will
automatically tilt side to side at 30 degrees and will be upholstered with
special cushions to reduce skin pressures. Although mattress overlay products
are currently used and work, they are also very expensive and restrict
patients to bed. At this time, no one has a mobile device to aid in the
treatment of skin ulcers. This chair can offer the patient and caregiver new
options never before available.
e) Collapsible Recliner: There has always been a problem with available room
in nursing homes and hospitals. Currently no one makes a collapsible recliner
of any kind other than a standard wheelchair. The collapsible recliner would
offer many advantages, 1) The design would be very cost effective and provide
competitive pricing.
2) It would provide better positioning capabilities then most recliners.
3) It also can offer more independence for residents, since they would be
able to recline themselves if they wanted.
4) Shipping cost would be greatly reduced.
5) When the chair is not in use, it can be easily stored away.
The collapsible recliner would truly revolutionize the recliner segment of the
market.
f) Transport chairs for hospitals: There is some sale potential for these
type of chairs that no one currently manufactures. For example no one makes a
transport chair for obese people that weigh 500 to 750 pounds plus. We have
made a few of these chairs in the past per request. We believe that are
admittance/discharge chair that could transport patients, mother and baby,
flowers, suite case, etc with the use of only one employee has potential.
These are some of the innovational products we will add to our product lines,
there
are many other related products that can be added to expand the market.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental
laws which would effect its operations.
(12) Employees
The Company presently has eight (8) full time employees and no part
time employee. The Company's employees are currently not represented by a
collective bargaining agreement, and the Company believes that its relations
with its employees are good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
The timetable for attaining Piccard Medical Corporation's present goals are:
1. Obtain financing to allow us to pursue our plans by January 1999. Most of
the financing needed by the company has been acquired through private and
shareholder loans. Further financing will be needed to continue the growth of
the company. It is hoped that secondary financing can be obtained to take
Piccard Medical Corporation to the next level of success. There are currently
no plans for this financing but it will be important for the growth of the
Company and is a significant risk should financing not be successfully
completed.
2. Execute marketing plans immediately. Marketing plans have been
successfully launched and the company is currently growing at an expected rate.
3. Obtain profitability by December of 1999.
The Company has already incurred its research and development costs for its
current products, and the Company does not expect to incur any significant
research and development expenses through December 31, 1999.
4. The Company currently does not expect to purchase or sell any of its
facilities or equipment.
5. Management anticipates that it will hire and add full time employees over
the next twelve- (12) months.
B. Segment Data
As of Oct. of 1999, the Company has experienced sales averaging thirty-five
thousand dollars monthly, selling an average of 35-40 chairs monthly. The
Company expects to increase its sales from 40 per month to 360 monthly by next
year. The Company's break even point is expected to be at 70 chair per month.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 120 2nd Street P.O. Box
170,Weyerhaeuser, WI, 54895. These facilities consist of approximately 12,000
square feet of standard office and Warehouse space. The Company has no
additional facilities, and there are currently no proposed programs for the
renovation, improvement or development of the properties or facilities utilized
by the Company.
B. Investment Policies
Management of the Company does not currently have policies regarding the
acquisition or sale of assets primarily for possible capital gain or primarily
for income. The Company does presently hold an investment or interests in
real estate. The property is located in Woodstock Ont. Canada and is slated
for redevelopment into a retirement home.The Company does not have any
investments in real estate mortgages or securities of interests in
people' primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by (I)
each director, (ii) each executive officer, (iii) the directors and officers
of the Company as a group, (iv) and each person known by the Company to own
beneficially more than five percent (5%) of the Common Stock. Unless
otherwise indicated, the owners have sole voting and investment power with
respect to their respective shares.( as of July 20, 1999.)
Type of Name Title or Position Amount of % of
Shares Shares total
Common David Espeseth Chairman,President,Director 0 0%
Common Larry James Secretary,Treasurer,Director 0 0%
Common Mike McKeever Director 0 0%
Common Philip Weiler Director 7,102,800 78%
Common All Officers and Directors combined 7,102,800 78%
As of Dec. 31, 1999.
Common David Espeseth Chairman, Pres., Director 9,102,800 50%
Common Larry Jones Sec. Treasurer, Director 0 0%
Common Mike McKeever Director 0 0%
Common Philip Weiler Director 7,102,800 39%
Common All Officers and Directors combined 16,205,600 89%
There are no other shareholders other than those mentioned
that have ownership of 5% or more of the Company.
B. Persons Sharing Ownership of Control of Shares
There are no shareholders sharing ownership of control shares.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company as of the date of this filing.
E. Parents of the Issuer
Under the definition of parent, as including any person or business entity
who controls substantially all
(more than 80%) of the issuers of common stock, the Company has no parent.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive officers
are as follows:
Name Age Position
- ------------------- -----------------------------------------------
David Espeseth 38 President,CEO,Chairman of the Board
Larry James 48 Treasurer,Secretary and Director
Mike McKeever 50 Director
Philip Weiler 49 Director
B. Work Experience
David Espeseth, Age 38, (President and CEO) has worked in the health care
industry for eleven years and has eight
years experience in machining and design engineering. He has worked as a
dealer and a manufacturer's
representative in sales and marketing. David's broad range of experience
provides valuable knowledge in all
aspects of the company.
Mike McKeever, Age 50, (In charge of Manufacturing and Engineering). Mike has
extensive experience in new
product design and development, product manufacturing, customer and employee
relations and product sales. He
also has nine years experience working for our closest competitor, and was
responsible for managing all their
manufacturing and engineering activities. Mike's experience and direct
knowledge of the business make him a
valuable asset to the management team.
Larry James, Age 48 (In charge of Corporate Development and National
Accounts). Larry has 26 years experience
in the healthcare industry. He has extensive experience in Sales Management,
Promotional Activities, and National
Account Contracts. In addition, he demonstrated supervision and training of
sales force including Representation,
Dealers and development of customer service and telemarketing departments.
Larry's experience and contacts
nation wide makes him the key to a successful marketing campaign.
Philip Weiler, Age 49(Director) was the original President of the Company. Mr.
Weiler has 25 years experience in
sales outside the current business of the Company. Mr. Weiler has little
involvement in the operation of the
business.
C. Family Relationships
None - Not Applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No current or pending litigation, and no claims or counterclaims
involving the Company as a plaintiff
or defendant exists.
(2) No director, officer, significant employee or consultant has been
convicted in a criminal proceeding,
exclusive of traffic violations.
(3) No director, officer, significant employee or consultant has been
permanently or temporarily enjoined,
barred, suspended or otherwise limited from involvement in any type of
business, securities or banking
activities.
(4) No director, officer or significant employee has been convicted of
violating a federal or state securities
or commodities law.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company currently has unwritten employment agreements with its executive
officers and expects to sign
employment agreements with each in the next approximately six (6) months. All
executive officers of the
Company currently draw a salary of $40,000 from the Company except Mr. Weiler
who receives no remuneration
whatsoever. Over the next twelve months, each executive officer is expected to
draw the following annual
compensation. The Company does not currently have a stock option plan, but is
considering the implementation of
one based on the productivity and success of the Company.
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
-------------------- ------------------------- ------------
David Espeseth President and CEO $40,000
Larry James Secretary,Treasurer $40,000
Mike Mckeever $40,000
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the
Company was compensated for the period from October of 1998 to October of 1999
for any service provided as a Director.In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only Directors (with
the exception of Mr. Weiler) are its current executive officers who are drawing
a salary for the management of the Company.
Item 7. Certain Relationships and Related Transactions
Piccard Medical Corporation is a 1998 incorporated company and has conducted
limited business transactions to date. Prior to this Registration Statement,
the Company has relied primarily upon officers, founders and initial
shareholders of the Company as its research and Development source of
capital and liquidity. Prior to its merger with Spina Company Inc., PMCZ
experienced sales of over 2,000 chairs since April of 1992. Revenues are
currently annualized at $500,000.
Because of the developmental stage of the Company, there are little
relationships to speak of. The acquisition by Spina Company Inc. of
Piccard Medical Corporation took place on July 20, 1999.
On August 31, 1999, the Company changed its name from Spina Company Inc.
to Piccard Medical Corporation. On July 20, 1999, A new President and Board
were elected. The merger between the Companies was done at arm's length.
Although no formal arrangements have been finalized, eventually, Mr.
Espeseth, through stock options based on performance will acquire restricted
stock and may become a majority owner of the stock in PMCZ.
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor
does it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The Common Stock of the Company is currently traded on the "Pink Sheets".
Being a start-up company, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock, which is subject to
options or warrants to purchase, or securities convertible into,
the Company's common stock.
(ii) There is currently the common stock of the Company belonging to Weiler
which could be sold Under Rule 144 under the Securities Act of 1933 as
amended. This is a significant amount of stock. (7,102,800 shares).
As of Dec. 31,1999 Mr. Weiler has not sold any stock, nor has it been
registered for sale, nor has the registrant approved such sale of securities
owned by Mr. Weiler.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Stock holders
As of December of 1999, the Company had 127 stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does not
anticipate paying dividends in the immediate foreseeable future. The board of
directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports containing
audited financial statements and such other periodic reports as the Company may
determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required
to comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is Interwest Transfer Agency P.O. Box 17136 Salt Lake City, Utah 84117
Item 3. Recent Sale of Unregistered Securities
On October 28, 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 500,000 shares of the
Common Stock of the Company to 38 unaffiliated shareholders of record. The
Company filed an original Form D with the Securities and Exchange Commission
on or about October 28,1999.As of October 1, 1999, the Company has 9,102,800
shares of common stock issued and outstanding held by 67 shareholders of
record. In December of 1999, the Company issued 9,102,800 shares of restricted
stock to David Espeseth, the Company's President. The Company then had
eighteen million two hundred and five thousand six hundred shares outstanding.
( 18,205,600 ). This is the total outstanding shares in the Company as at
Dec. 31, 1999.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at
such times and in such amounts as the board of directors of the Company may
from time to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is noncumulative
which means that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board of directors
may issue shares for consideration of previously authorized but unissued common
stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock are
entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to preemptive
rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability for Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on stockholders
under state statues. Certain Delaware regulations, however, require regulation
of beneficial owners of more than 5% of the voting securities. Stockholders
that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are there any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
The Articles of the Company provide for indemnification of its directors,
officers and employees as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or imposed upon
him/her in connection with any proceeding to which he/she may be made a party,
or in which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
the Corporation, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director, officer, employee
or agent at the time such expenses are incurred, except in such cases
wherein the director, officer, employee or agent is adjudged guilty of
willful misfeasance or malfeasance in the performance of his/her duties;
provided that in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
The Articles of the Company further states that the Company shall provide to
any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Delaware law. The Board of Directors may, in its discretion,
direct the purchase of liability insurance by way of implementing the
provisions of this Article. However, the Company has yet to purchase any
such insurance and has no plans to do so. The Articles of Incorporation of
the Company states that a director or officer of the corporation shall not be
personally liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article shall not
eliminate or limit the liability of a director or officer for (i) acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of the law or (ii) the unlawful payment of dividends. Any repeal or
modification of this Article by stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the corporation for acts or
omissions prior to such repeal or modification.The Articles of Incorporation
of the Company further states that every person who was or is a party to, or
is threatened to be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
the reason of the fact that he or she, or a person with whom he or she is a
legal representative, is or was a director of the corporation, or who is
serving at the request of the corporation as a director or officer of another
corporation, or is a representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Delaware from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be
paid in a settlement) reasonably incurred or suffered by him or her in
connection therewith. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person. The
expenses of officers and directors incurred in defending a civil suit or
proceeding must be paid by the corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he or
she is not entitled to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise, as well as their rights under
this article.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Piccard Medical Corporation
Report of Thomson Fisher and Bossy
F-1
Financial Statements as of June 30 , 1999
Audited Balance Sheet
Audited Statement of Stockholder's Equity as of June 30,1999.
Audited Statements of Accumulated Deficit
Audited Statement of loss and Changes in Financial Position
Notes to Financial Statements
Report of Stewart H. Benjamin C.P.A.
Financial Statements for 2 years of Operation of Piccard Medical Corp.
Audited Balance sheet- 2 years
Audited Statements of Stockholder Equity- 2 years
Audited Statements of Accumulated Deficit- 2 years
Audited Statements of Loss and Changes in Financial Position- 2 years
Notes to Financial Statements
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time
c) Financial Statements of Businesses Acquired or to be acquired are
provided at this time.
d) Pro-forma Financial Information is not provided at this time as it is
not applicable at this time.
PICCARD MEDICAL CORPORATION
SPINA COMPANY INC
(Incorporated under the laws of the State of Delaware)
FINANCIAL STATEMENTS
JUNE 30, 1999
Thomson, Fisher & Bossy
Chartered Accountants
John M. Thomson CA. 333 Dufterin Avenue
London, Ontario NSB 1Z3
(519)679-2080 Fax (519)439-4714
Stan J. Fisher, CA. 52 Ridout Street, West
Tillsonburg, Ontario N4G 2E3
(519)842-4263 Fax (519)842-5241
Michael R. Bossy, CA. 47 Perry Street
Woodstock, Ontario N4S 3C4
(519)537-237l Fax (519)539-9962
R. Brock MacAlpine, C.A. 197 Main Street
Parkhill, Ontado NOM 2K0
(519)294-0340
Rick E. Hamilton, CA. 5 Albert Street
Langton, Ontario NOE 1G0
(519)875-1111
INDEPENDENT AUDITORES REPORT
To the Board of Directors and Stockholders of Spins Company Inc.:
We have audited the balance sheet of Spine Company Inc. as at June 30,1999 and
the statements of loss and accumulated deficit and shareholders' equity and
statement of changes in financial position for the 244 day period then ended.
(note 1) 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtained reasonable assurance 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.In our opinion, theses financial statements present
fairly, in all material respects, the financial position of Spina Company
Inc. as at June 30,1999 and the results of its operations for the 244 day
period then ended in accordance with generally accepted accounting principles.
Woodstock, Canada Thomson, Fisher & Bossy
March 3,2000 Chartered Accountants
STATEMENT 1
SPINA COMPANY INC.
(Incorporated under the laws of the State of Delaware)
BALANCE SHEET
JUNE 30,1999
(with comparative amounts for October29, 1998)
(note 2)
1999 1998
ASSETS
Current: $ - $ 5,000
Bank
Investment in 1192403 Ontario Inc.
(note 3) 17.757 17,757
lncorporation costs at cost 1,835 1,900
less accumulated amortization 1.900 $19.592 $24.657
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable and accrued charges $3.508 $2.558
Shareholder's equity:
Share capital -
Authorized:
50,000,000 common shares with a par
value of $0.0000001 Issued and
outstanding: 2,275,700 common shares
Additional paid in capital 22,757 22,757
Accumulated deficit (statement 2) (6,673) (658)
16,084 22,099
$19.592 $24,657
(The accomnanvina notes are an integral nart of these
financial statement)
STATEMENT 2
SPINA COMPANY INC.
STATENIENT OF ACCUMULATED DEFICIT AND
SHAREHOLDERS' EQUITY
FOR THE 244 DAY PERIOD ENDED JUNE 30,1999
(with comparative amounts for 78 day period ended October
29,1998)
(note 2)
1999
Common Stock Accumulated Shareholeders'
Shares Amount Deficit Equity
Balance, beginning of 2,275,700 $ 22,757 $ (658) $ 22,099
the period
Common stock issued - - - -
Net loss for the
period (statement 3) - - (6,015) (6,015)
Balance (deficit),
end of the period 2,275,700 $ 22,757 $ (6,673) $ 16,084
1998
Common Stock Accumulated Shareholeders'
Shares Amount Deficit Equity
Balance, beginning
of the period - $ - $ - $ -
Common stock issued 2,275,700 22,757 - 22,747
Net loss for the
period (statement 3) - - (658) (658)
Balance (deficit),
end of the period 2,275,700 $22,757 $ (658) $ 22,099
(The accomnanvina notes are an integral part of these financial statements)
STATEMENT 3
SPINA COMPANY INC.
STATEMENT OF LOSS
FOR THE 244 DAY PERIOD ENDED JUNE 30,1999
(with comparative amounts for the 78 day period ended October
29, 1998)
(note 2)
1999 1998
Expenses:
Accounting $ 750 $ 658
Amortization 65 -
Consulting 2,000 -
Rent 3,200 -
6,015 658
Net loss for the period $ (6,015) $ (658)
Loss per share $ (0.0026) $ (0.0003)
Weighted average shares outstanding 2,275,700 2,275,700
(The accomoanvina notes are an integral Dart of these financial statement)
STATEMENT 4
SPINA COMPANY INC.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE 244 DAY PERIOD ENDED JUNE 30,1999
(with comparative amounts for the 78 day period ended October
29,1998)
(note 2)
1999 1998
Operating activities:
Net loss for the year (statement 3) $(6,015) $(658)
Depreciation and amortization 65 -
Add back (deduct) net changes to
non-cash working capital balances -
Accounts payable and accrued charges 950 2,558
Cash provided by (utilized in)
operating activities (5,000) 1,900
Financing activities
Issuance of common shares - 22,757
Cash provided by financing
activities - 22,757
Investing activities:
Investment in 1192403 Ontario Inc. - (17,757)
Incorporation costs - (1,900)
Cash utlized in investing activities - (19,657)
Increase (decrease) In cash (5,000) 5,000
Cash, beginning of year 5,000 -
Cash, end of year - $5,000
(The accomDanvina notes are an integral part of these financial statements)
SPINA COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30,1999
1. ORGANIZATION AND ACCOUNTING POLICIES
INCORPORATION
Spina Company Inc. was incorporated August 12, 1998 in the state of Delaware
the company was inactive until October 26, 1998. Effective October 26, 1998, a
share offering was accepted issuing 500,000 shares
to various shareholders.
USE OF 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,
disclosure of contingent assets and liabilities and reported amounts of
revenues and expenses. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The company considers all investments with a maturity of three months or
less to be cash equivalents.
EARNINGS PER SHARE
Earnings per share is provided in accordance with Accounting Principles
Board Opinion No.15 (APB No. 15), "Earnings Per Share". Due to the Company's
simple capital structure, only one earnings per share calculation is presented.
Earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding
during the period.
2. CURRENCY
These financial statements are presented in American dollars.
3- INVESTMENT IN 1192403 ONTARIO INC.
During the period, the company acquired 20% of the outstanding shares of
1192403 Ontario Inc. which carries on a commercial real estate rental business.
The remaining 80% of the shares are closely held an accordingly, Spina Company
Inc. can not control the operaUons of 1192403 Ontario Inc. The investment is
being accounted for utilizing the cost method.
PICCARD MEDICAL CORPORATION
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Page No.
AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance sheets 2
Statements of Operations 3
Statements of Changes in Stockholders' Deficit 4
Statements of Cash Flows 5
Notes to Financial Statements 6
STEWART H. BENJAMIN
CERTIFIED PUBLIC ACCOUNTANT, P.C.
27 SHELTER HILL ROAD
PLAINVIEW, NY 11803
TELEPHONE: (516) 933-9781
FACSIMILE: (516) 827-1203
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Piccard Medical Corporation
Weyerhaeuser, Wisconsin
I have audited the accompanying balance sheets of Piccard Medical
Corporation (a Delaware corporation) as of December 31, 1999 and
1998, and the related statements of operations, stockholders'
deficit, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial
statements based on my audits
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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
Inade by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the financial statements referred. to above present
fairly, in all material respects, the financial position of Piccard
Medical Corporation as of December 31,1999 and 1998, and the results
of its operations and cash flows for the years then ended, in
conformity with generally accepted accounting principles.
Stewart H. Benjamin
Certified Public Accountant, P.C.
Flainview, New York
March22, 2000
PICCARD MEDTCAL CORPORATION
Balance Sheets
December 31, December 31,
1999 1998
Cutrent assets:
Cash $ 371 $ 6,871
Accounts receivable 54,847 32,323
Inventory Q'Jote I) 124,895 77,195
Investment in foreign company (Note 5) 17,757 17,757
Interest receivable 17,011 9,095
Prepaid insurance 5,393 2,085
Total current asscts 220,274 145,326
Property and equipment, net (Notes 1 & 3) 109,331 117,108
Other assets:
Due from officer/stockholder (Note 8) 136,432 98,000
Deferred income taxes Q'Iotes 1 & 4) 45,072 -
Total other assets 181,504 98,000
$ 511,109 $ 360,434
LIABlILITIES AND STOCKHOLDERS' DEFECIT
Current liabilities:
Current maturities;
Notes payable $ 46,961 $ 48,872
Obligations under capital lease 17,730 16,219
Notes payable - other (Eote 8) 384,900 153,900
Accounts payable 156,418 131,585
Payroll taxes payable 57,373 16,329
Accrued interest payable 32,274 16,117
Total current liabilities 695,656 383,022
LonE-term liabilitics:
Notes payable (Note 6) 126,533 109,189
Obligations under capital lease Eote 7) 48,178 65,908
Total long-term liabilities 174,711 175,097
Stockholders' defleit;
Common stock, $.00000l par value,
authorized - 50,000,000 shares,
issued and outstanding- 18,205,600
shares at December31, 1999
and 2,275,700 shares at December 31,
1998 18 2
Additional paid-in capital 849,367 840,280
Accumulated deficit (1,208,643) (1,037,967)
Total stockholders' deficit (359,258) (197,685)
$ 511,109 $ 360,434
The accompanying notes are an integral part of the financial statements.
PICCARD MEDICAL CORPORATION
Statements of Operations
Year Year
Ended Ended
December 31, December 31,
1999 1998
Sales $ 452,736 $ 450,050
Cost of goods sold 199,733 260,218
Gross profit 253,003 189,832
Selling and administrative expenses 439,614 264,917
Loss from operations (186,611) (75,085)
Other income (expense):
Gain (loss) on disposal of fixed
assets 1,356 (1,885)
Interest income 7,928 5,880
Interest expense (38,421) (33,732)
Total other income (expense) (29,137) (29,737)
Loss before income tax benefit (215,748) (104,822)
Income tax benefit (45,072) -
Net loss $(170,676) $(104,822)
Net loss per common share $ (.02) $ (.05)
Weighted average common shares
outstanding 9,501,827 2,275,700
The accompanying notes are an integral part of the financial statements
PICCARD MEDICAL CORPORATION
Statements of Changes in Stockholders' Deficit
For the Period December31, 1997 to December 31, 1999
Common Stock Additional Accumulated
Paid-in
Shares Amount Capital Deficit
Balances, December 31,
1997 5,000 $ 5,000 $ 817,525 (933,145)
Merger adjustment 2,270,700 - 17,757 -
Change par value from
$1 to $.000001 - (4,998) 4,998 -
*Net loss (104,822)
Balances, December31,
1998 2,275,700 2 840,280 (1,037,967)
Forward split of 4 to 1 6,827,100 7 (7) -
Common stock issued for
services, valued at
$.001 per share 9,102,800 9 9,094 -
Net loss (170,676)
Balances, December 31,
1999 18,205,600 $ 18 $ 849,367 $(1,208,643)
The accompanying notes are an integral part of the financial statements
PICCARD MEDICAL CORPORATION
Statements of Cash Flows
Year Year
Ended Ended
December 31, December 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (170,676) (104,822)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation 42,674 32,942
Deferred income taxes (45,072) -
Common stock issued for services 9,103
Changes in assets and liabilities
(Increase) decrease in accounts receivabic (22,524) 7,551
Increase in inventory (47,700) (1,115)
Increase in interest receivable (7,916) (5,880)
(Increase) decrease in prepaid insurance (3,308) 494
Increase in accounts payable 24,833 41,754
Increase in payroll taxes payable 41,044 13,604
Increase in accrued interest payable 16,157 10,617
NET CASH USED IN OPERATING ACTIVITIES (163,385) (4,855)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (38,040) (100,487)
Proceeds from sale of property and equipment 3,144 3,385
Loans to officer/stockholder (38,432) (44,420)
NET CASH USED IN INVESTING ACTIVITIES (73,328) (141,522)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from capital tease obligations - 92,141
Principal payments on capital lease
obligations (16,219) (10,014)
Proceeds from longEterm debt 66,129 -
P?incipal payments on long-term debt (50,697) (28,882)
Proceeds from shontAerm debt 256,000 98,900
Principal payments on short-term debt (25,000) -
NET CASH PROVIDED BY FINANCING ACTIVITIES 230,213 352,145
NET INCREASE (DECREASE) IN CASH (6,500) 5,768
CASH - BEGINNING OF YEAR 6,871 1,103
CASH - END OF YEAR $ 371 $ 6,871
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the years for:
Interest $ 12,264 $ 23,115
Income taxes $ - $ -
The accompanying notes are an integral part of the financial statements
PICCARD MEDICAL CORPORATION
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Description of Business
The financial statements presented are those of Piccard Medical
Corporation (the "Company"). The Company was incorporated under
the laws of the State of Delaware on August 12, 1998
under the name of Spina Company Inc. ("Spina"). The Company entered
into a reverse merger transaction with Piccard Medical Corporation
("Piccard") on July 20, 1999, as hirther explained in Note 2.
Piccard was incorporated under the laws of the state of Minnesota
on February 12, 1992. On August 31, 1999, the Company changed its
name from Spina Company Inc. to Piccard Medical Corporation. The
Company is engaged in the development, manufacture and sale of
wheelchairs and therapeutic seating, positioning and transporting
products for the longterm care and acute care markets.
Use of Estimates in the Prenaration of Financial Statements
The preparation of financial statements in conformity with generally
accepted. accounting principles requires management to make estimates
and assumptions that affect the reporting aniounts 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 period.Actual results could differ from those estimates.
Fair Value of Financial Instruments
The fair value of the Company's receivables due from an officer/stockholder
is not practicable to estimate due to the related party nature of the
underlying transactions and the indefinite payment terms.
Inventory
Inventory is stated at the lower of cost or market, with cost determined on
a first-in, first-ont basis and market based on the lower of replacement
cost or realizable value.
Pronerty and epuipment and denreciation
Property and. equipment are stated at cost. Depreciation for both financial
reporting and income tax purposes is computed using combinations of the
straight line and accelerated methods over the estimated lives of the
respective assets. Maintenance and repairs are charged to expense when
incuned. when property and equipment are retired or otherwise disposed of,
the related cost and accumulated depreciation are removed from the
respective accounts and any gain or loss is credited or charged to income.
PICCARD MEDICAL CORPORATION
Notes to Financial Statements
Income Taxes
Pursuant to the reverse merger discussed. in Note 2, the Company became
a taxable entity effective January 1, 1999. Previonsly, its earnings
and losses were included in the personal tax returns of the stockholders,
and the Company did not record an income tax provision. Effective with
the change, income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of deferred tax benefits
related to differences between the basis of property and equipment for
financial and income tax reporting and to net operating loss carryforwards.
The deferred takes represent the future tax return consequences of those
differences; which will be taxable when the assets are recovered.
Net Loss Per Coinnion Share
Net loss per common share is computed by dividing the net loss by the
weighted average shares outstanding during the period.
Note 2 - Business Combination and Basis of Presentation
On July 20, 1999, the Company completed a reverse merger transaction with
Piccard Medical Corporation ("Piccard"), a Minnesota corporation by exchanging
2,275,700 shares of its common stock and its sole asset, an investrnent in a
foreign corporation for all of the common stock of
Piccard. Piccard merged its business operations into the Company (formerly
known as Spina), which subsequently changed its name to Piccard Medical
Corporation and became the snrviving company. Prior to the merger, Spina
Company Inc. held an investment in a Canadian rental real estate company
and Piccard Medical Corporation was engaged. in the manufactnte and sale of
wheelchairs from its Weyerhaenser, Wisconsin location.
The merger with Piccard constituted a tax-free reorganization and has been
accounted for as a pooling of interests under Accounting Principles Board
Opinion No.16. Accordingly, all assets, liabilities, and stockholders' equity
were combined and recorded at historical cost. Prior to the merger, the
Company's fiscal year ended on June 30. In recording the business combination,
the Company's prior period financial statements have been restated to a year
ended December 31, to confoirn with Piccard's fiscal year-end.
There were no transactions between the Company and Piccard prior to the
combination, and immaterial adjustments were recorded to conform with
Piccard's accounting policies.
As shown in the financial statements, as of December 31, 1999, the Company
has incurred an accumulated deficit of $1,208,643 and has $371 in cash.
The Company's continued existence is dependent on its abflity to generate
sufficient cash flow to meet its obligations on a timely basis. Accordingly,
the financial statements do not include any adjustments that might be
necessary should the Company be unable to continue in existence. The Company
has been exploring
PICCARD MEDICAL CORPORATION
Notes to Financial Statements
sources to obtain additional equity or debt financingE The Company
anticipates flint the majority of its funding will be obtained through
the sale of common stock, which will be accomplished once the Company's
stock becomes listed on the OTC Bulletin Board.
Note 3- Property and Equipment
Property and equipment consisted of the following at December31, 1999 and 1998:
1999 1998
Machinery and equipment $161,617 159,749
Furniture and office equipment 22,848 20,974
Automobiles 40,372 23,179
Leasehold improvements 15,562 15,562
240,399 219,464
Less accumulated depreciation 131,068 102,356
$109,331 $117,108
Depreciation expense of $42,674 and $32,942 was charged to operations for the
December31, 1999 and 1998.
Note 4 - Income Taxes
The income tax benefit at December31, 1999 consists of the following components
Accumulated depreciation $ 1,405
Net operating loss carryforwards 43,667
$45,072
The Company has incurred a net operating loss of $210,332 which may be
available to offset future taxable income through December 31, 2019. No
valuation allowance is provided. for the deferred tax assets because management
believes that fliture taxable income will be sufficient to
realize the assets.
Note 5- Investment in Foreign Company
Prior to the reverse merger, the Company acquired a 20% interest in the
outstanding common stock of 1192403 Ontario Inc. from a former officer of
the Company through the issuance of 1,775,700 shares of the Company's common
stock, valued at $.01 per share 1192403 Ontario Inc. is a privately-held,
Ontario, Canada corporation that is in the rental real estate business. The
investment is carried at cost; as there is no readily available market for
these shares The net equity in 1192304 Ontario Inc. of $88,785, is based on
the book value of a commercial building
and on an exchange rate of 1 U.S. dollar for 1.52 Canadian dollars, at the
time the building was purchased. Book value approximates fair market value,
which has not significantly fluctuated since the investment was acquired.
The investment is classified as a cnrrent asset, since management has
indicated its intentions to sell the investment in 2000.
Note 6 - Long-term Debt
1999 1998
9.75% note payable to Arnold Espeseth,
unsecured,payable at $2,957 per month
including interest, dueFebruary 5, 2002 $100,012 $115,787
7% note payable to Rusk County, unsecured,
payable at $495 per month including
interest, due March 15, 2002 12,333 17,223
4.5% note payable to Rusk County, secured
by equipment, payable at $68 per month
including interest, due December 2001 1,505 2,240
9.9% note payable to bank, secured. by a
vehicle, payable at $466 per month including
interest, due November 5,1999 - 4,885
9.5% note payable to bank, unsecured, payable
at $524 per month including interest, due
April 1999 - 17,926
Variable rate consolidated credit card debt
payaNe to Credit Counselors of America,
unsecured, payable at $787 per month including
interest, dueJuly 15, 2004 33,036 -
PICCARD MEDICAL CORPORATION
Notes to Financial Statements
1999 1998
114% note payable to Chrysler Financial Corp.E
secured by a vehicle, payable at $615 per month
including interest, due August 2004 26,608 -
173,494 158,061
Less: current maturities 46,961 48,872
Long-term Debt $126,533 $109,189
Long-term notes payable mature as follows:
2000 $46,961
2001 48,545
2002 55,506
2003 13,782
2004 8,700
$173,494
Note 7 - Leases
The Company leases a building and various items of equipment. The
building lease and postage equipment leases, both expiring during
the next four years, are classified as operating leases. Other
equipment lease, which is for five years expiring January2003, is
classified as a capital lease,
Property and equipment include the following equipment amounts
that have been capitalized:
Machinery and equipment $92,141
Less: accumulated amortization 32,503
$59,633
Lease amortization is included in depreciation expense.
Future minimum lease payments, by year and in the aggregate,
under the capital lease and non-cancelable operating leases with
initial or remaining terms in excess of one year consisted of
the following:
PICCARD MEDICAL CORPORATION
Notes to Ftnancial Statements
Capital Operating
Lease Leases
2000 $22,976 $29,960
2001 22,976 29,632
2002 22,976 11,504
2003 7,659 -
Total minimum lease payments 76,587 71,096
Amount representing interest 10.679
Present value of net minimurn lease payments 65,908
Less. current maturities 17,730
Long-term obligation under capital lease
Note 8 - Related Party Transactions 48,178
The Company provided loans to an officer/stockholder totaling $136,432
and $98,000 as of December 31, 1999 and 1998. The loans bear interest
at 6% and are payable on demand The loans were not classified as a
current asset on the balance since the Company does not expect to
receive the balance from the officer/stockholder in the next year.
The Company has received the following loans from family members
of David Espeseth, the President of the Company:
1999 1998
10% note payable to Brian Espeseth
(David's brother),
unsecured, payable on demand $ 30,000 $ 55,000
10% note payable to Libby Espeseth
(David's sister),
unsecured, payable on demand 64,400 43,400
10% note payable to Arnold Espeseth
(David's father),
unsecured, payable on demand
55,500 55,500
$149,900 $153,900
The Company received loans from Goombata Company, an unrelated entity,
totaling $235,000 as of December 31, 1999 that are also included in
other short-term notes payable. These loans are
PICCARD MEDICAL CORPORATION
Notes to Financial Statcmcnts
unsecured, nonEinterest bearing and payable on demand. The Company
expects to conveit these loans to equity in 2000 through the issuance
of common stock. To date, no stock subscription agreement has been
entered into with Goombata Company.
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None-Not Applicable.
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
- - - - ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession
None - Not applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed November 20, 1998
(b) By-Laws of the Company adopted November 20, 1998
CERTIFICATE OF INCORPORATION
OF
SPINA COMPANY INC.
FIRST: The name of the corporation is SPINA COMPANY INC.
SECOND: The address of its registered office in the State of Delaware
is Three Mill Road, Suite 104, City of Wilmington, County of New
Castle, 19806-2146. Its registered agent at such address is The
Incorporators Ltd.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The corporation shall have the authority to issue one thousand
shares of common stock without par value
FIFTH: The Board of Directors is expressly authorized to adopt, amend, or
repeal the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and keep
the books and documents of the corporation outside the State of Delaware,
at such places from time to time designated by the By-Laws, except as
otherwise required by the Laws of Delaware.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is Matthew D.
Esteves, Three Mill Road , Suite 104, Wilmington, DE 19806-2146
NINTH: The number of directors of the corporation shall be fixed from
time to time by its By-Laws and may be increased or decreased.
TENTH: The Board of Directors is expressly authorized and shall have such
Authority as set forth in the By-Laws to the extent such authority would
be valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal liability
to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty or loyalty to the corporation or its stockholders, (b)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (c) under Section 174 of the
Delaware Corporation Law, or (d) for any transaction from which the
director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a corporation
pursuant to the laws of the State of Delaware, does make this Certificate,
hereby declaring and certifying that the facts herein stated are true.
August 12, 1998 By: ? Signature
Matthew D. Esteves - Incorporator
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/12/1998
981315018 - 2932128
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
SPINA COMPANY INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY
FIRST: That at a meeting of the Board of Directors of SPINA COMPANY
INC., resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof The resolution setting forth
the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "Fourth" so that, as
amended, said Article shall be and read as follows:
The corporation shall have the authority to issue fifty (50) million
shares of common stock at par value of $0.0000001
SECOND That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in favor
of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, SPINA COMPANY INC. has caused this certificate to be
signed by
- - - -------------Phil Weiler------------------------------its President, and
- - - -------------Phil Weiler------------------------------its Secretary,
this 23rd day of October , 1998
By: : Phil Weiler Signature
President
Attest : Phil Weiler Signature
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/12/1998
981315018 - 2932128
CORPORATE BY-LAWS
OF
SPINA COMPANY INC.
OFFICES
1. The registered office of the corporation shall be in the city of
Wilmington,Delaware and the resident agent in charge thereof shall be The
Incorporators Ltd. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.
CORPORATE SEAL
2. The corporation may transact any and all business without the
need for a corporate seal. If a seal is required by law, the corporation
may use a facsimile where inscribed therein is the name of the corporation,
the year of its incorporation, and the words "Corporate Seal, Delaware". In
its discretion, the Board is permitted to acquire and use a true seal
setting forth the information noted above.
MEETING OF STOCKHOLDERS
3. The annual meeting of stockholders for the election of directors
shall be held on the day of in each year, or if that day be a legal holiday,
on the next succeeding day not a legal holiday, at 0'clock .M., at which
meeting the stockholders shall elect by plurality vote, a Board of Directors,
and may transact such other business as may come before the meeting.
4. Special meetings of the stockholders may be called at any
time by the President and shall be called by the President or Secretary on
the request in writing of a majority of the directors or at the request in
writing of a majority of stockholders entitled to vote.
5. All meetings of the stockholders for the elections of
direcors shall be held at the office of the corporation in the City of
Wilmington, State of Delaware, or at such other place as may be fixed by the
Board of Directors, provided that at least ten days' notice be given to the
stockholders of the place so fixed. All other meetings of the stockholders
shall be held at such place or places, within or without the State of Delaware,
as may from time to time be fixed in the notices or waivers of notices thereof
6. Stockholders of the corporation entitled to vote shall be such
persons as are registered on the stock transfer books of the corporation as
owners of stock. The Board of Directors may set a record date for annual
meetings, but such record date may not be more than 45 days prior to the annual
meeting.
7. A complete list of stockholder entitled to vote, arranged in
alphabetical order, and showing the address of each stockholder shall be
prepared by the Secretary and shall be open to the examination of any
stockholder at the place of election.
8. Each stockholder entitled to one vote shall, at every meeting of
the stockholders, be entitled to one vote for each share held in person or
by proxy signed by the stockholder, but no proxy shall be voted on or after
three years from its date, unless it provides for a longer period. Such right
to vote shall be subject to the right of the Board of Directors to fix a
record date for stockholders as provided by these By-Laws.
9. The holders of a majority to the stock issued and outstanding
and entitled to vote at a meeting of the stockholders, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by statute or by the Certificate of Incorporation. If such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote at the meeting, present in person or represented by proxy,
shall have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. If the adjournment is for more than
30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
10. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or
represented by proxy shall decide any question properly brought before such
meeting, unless the question is one which by express provision of the
statutes of the State of Delaware or of the Certificate of Incorporation,
a different vote is required in which case such express provision shall
govern and control the decision of such question.
11. Notice of all meetings shall be mailed by the Secretary to
each stockholder of record entitled to vote at his last known post office
address, for annual meetings fifteen days and for special meetings ten days
prior thereto.
12. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
13. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of voters that
would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon where present and voted. Prompt
notice of the taking of the corporate action without a meeting by less
than unanimous written consent, shall be given to those stockholders who
have not consented in writing.
DIRECTORS
14. The property and business of the corporation shall be managed
and controlled by the Board of Directors.
15. The directors shall hold office until the next annual election
and until their successors are elected and qualified. Directors shall be
elected by the stockholders, except that if there by any vacancies on the
Board of Directors by reason of death, resignation, or otherwise, or if
there be any newly created directorships may be filled for the unexpired
term by a majority of the directors then in office, though less than a quorum.
POWERS OF DIRECTORS
16. The Board of Directors shall have all such powers as may be
exercised by directors of a Delaware corporation, subject to the provisions
of the statutes of Delaware, the Certificate of Incorporation, and the By-Laws.
MEETINGS OF DIRECTORS
17. After each annual election of directors, the newly elected
directors may meet for the purpose of organization,, the election of officers,
and the transaction of other business, at such time and place as shall be
fixed by the stockholders at the annual meeting, and, if a majority of the
directors be present at such place and time, no prior notice of such meeting
will be required to be given to the directors. The place and time of such
meeting may also be fixed by written consent of the directors.
18. Regular meeting of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
19. Special meeting of the directors may be called by the president
on two days' notice by telegram to each director and shall be called by the
president in like manner on the written request of two directors.
20. Special meetings of the directors may be held within or
without the State of Delaware at such place as is indicated in the notice or
waiver of notice thereof
21. A majority of the directors in office at the time of any regular
or special meeting shall constitute a quorum unless the By-Laws specify a
single director in which case a single director shall constitute a quorum.
22. Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if all members of the
Board consent thereto in writing, and the writings are filed with the
minutes of proceedings of the Board.
23. Members of the Board of Directors may participate in a
meeting ofd the Board of Directors by means of a conference telephone or
similar communications equipment by means of which all persons participating
in the meeting may hear one another, and such participation in a meeting
shall constitute presence in person at the meeting.
COMMITTEES
24. The Board of Directors may, by resolution, create committees
from time to time, which committees shall have and may exercise all the powers
and authority of the Board of Directors to manage the business and affairs of
the corporation. However, the committees shall not have the power to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
amend the By-Laws of the corporation; and unless a resolution or the Certificate
of Incorporation expressly so provides, no such committee shall have the power
to declare a dividend or authorize the issuance of stock.
OFFICERS OF THE CORPORATION
25. The officers of the corporation shall be a president, a secretary,
a treasurer, and such other officers as may from time to time be chosen by the
Board of Directors. All offices may be held by the same person.
26. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer chosen or
appointed by the Board of Directors may be removed either with or without
cause at any time by the affirmative vote of a majority of the whole Board of
Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of
the whole Board of Directors.
27. In case of the absence or disability of any officer of the
corporation, or for any other reason deemed sufficient by a majority of
duties to any other officer or to any director.
SECRETARY
28. The secretary shall attend all meetings of the corporation,
the Board of Directors, and committees. He shall act as clerk thereof
and shall record all of the proceedings of such meetings in a book kept
for that purpose. He shall have custody of the corporate seal of the
corporation and shall have authority to affix the seal to any
instrument requiring it and when so affixed, it may be attested by his
signature. He shall give proper notice of meetings of stockholders and
directors and shall perform other such duties as shall be assigned to
him by the president or the Board of Directors.
TREASURER
29. The treasurer shall have custody of the funds and securities
of the corporation and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit
all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board
of Directors.
30. The treasurer shall disburse the funds of the corporation as
may be ordered by the Board or the president, taking proper vouchers for
such disbursements and shall render to the president and directors,
whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the corporation, and at the
regular meeting of the Board next preceding the annual members meeting,
a like report for the preceding year.
31. The treasurer shall keep and account of stock registered and
transferred in such manner subject to such regulations as the Board of
Directors may prescribe.
32. The treasurer shall give the corporation a bond if required
by the Board of Directors in such sum and with security satisfactory to
the Board of Directors for the faithful performance of the duties of
his office and the restoration to the corporation, in the case of his
death, resignation, or removal from office, of all books, paper,
vouchers, money and other property of whatever kind in his possession,
belonging to the corporation. He shall perform such other duties as the
Board of Directors or executive committee may from time to time
prescribe or require.
PRESIDENT
33. The president shall be the chief executive officer of the
corporation. He shall preside at all meetings of the stockholders and
the Board of Directors, and shall have general and active management
of the business of the corporation, and shall see that all orders
and resolutions of the Board of Directors are carried into effect.
34. The president shall execute bonds, mortgages, and other
contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and
executed, and except where the signing and execution thereof shall
be expressly delegated by the Board of Directors to some other office
or agent of the corporation.
STOCKS
35. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by,
the president or secretary of the corporation, certifying the number of
shares owned by him in the corporation. Certificates may be issued for
partly paid shares, and in such case upon the face or back of the
certificates issued to represent any such partly paid shares, the total
amount of the consideration to be paid therefore, and the amount paid
thereon, shall be specified.
36. Any or all of the signatures on the certificates may be
facsimile.
37. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen,
or destroyed, upon the making of an affidavit of the fact by the person
claiming their certificate of stock to be lost, stolen or destroyed. The
Board of Directors may, in its discretion and as a condition precedent
to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to
have been lost, stolen, or destroyed.
CHECKS
38. All checks, drafts, or orders for the payment of money shall
be signed by the treasurer or by such other officer or officers as the
Board of Directors may from time to time designate. No check shall be
signed in blank.
BOOKS AND RECORDS
39. The Books, accounts, and records of the corporation, except as
otherwise required by the laws of the State of Delaware, may be kept within
or without the State of Delaware, at such place or places as may from time
to time be designated by the By-Laws or by the resolutions of the directors.
NOTICES
40. Notice required to be given under the provisions of these By-
Laws to any director, officer or stockholder, shall not be construed to
mean personal notice, but may be given in writing by depositing the same
in a post office or letter box, in a post-paid sealed wrapper, addressed
to such stockholder, officer, or director at such address as appears on
the books of the corporation, and such notice shall be deemed to be
given at the time when the same shall thus be mailed. Any stockholder,
officer, or director, may waive, in writing, any notice required to be
given under these By-Laws, whether before or after the time stated
therein.
DIVDENDS
41. Dividends upon the capital stock of the corporation, subject
to the Certificate of Incorporation, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock of
the corporation, subject to the provisions of the Certificate of
Incorporation.
42. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums
as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the
corporation, or for such other purposes as the directors shall think
conducive to the best interest of the corporation. The directors may
modify or abolish any such reserve in the manner by which it was created.
FISCAL YEAR
43. The fiscal year of the corporation shall be determined by
the Board of Directors.
AMENDMENT OF BY-LAWS
44. These By-Laws may be amended, altered, repealed, or added
to at any regular meeting of the stockholders or of the Board of Directors,
or at any special meeting called for that purpose, by affirmative vote of a
majority of the stockholders entitled to vote, or by affirmative vote of a
majority of the whole board, as the case may be.
45. Any and all disputes and controversies by and between the
shareholders or the directors arising out of or with respect to the
business of or affecting the affairs of the corporation, witch disputes
and controversies cannot be resolved under the terms of the corporate By-
Laws or Certificate of incorporation, because of a tie vote or deadlock
between the directors and shareholders shall be settled by arbitration in
the following manner. Each side of the dispute shall be entitled to name one
arbitrator and both arbitrators so named shall together agree upon a third
arbitrator, with the findings of the arbitration panel to be binding upon
all parties of the dispute. Unless otherwise mutually agreed by the parties
the arbitration shall take place in accordance with and subject to the
provisions of the Delaware Uniform Arbitration Act, 10Del. C. "5701 et.seq.
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None - Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Resignation of Bill White
Resignation of Phil Weiler
Bill White
Woodstock, On. Canada
July 20, 1998
To: Spina Company Board of directors.
Due to personal and health reasons, please accept my resignations from both,
Secretary and as a Sirector of the Spina Company, effective today, July 20,
1998.
Thank you for your time and consideration.
Bill White
Phill Weiler
Woodstock, On. Canada
July 20, 1998
To: Spina Company Board of directors.
Due to personal reasons, please accept my resignation President of the Spina
Company, effective today, July 20, 1998. I will remain as a Director of this
Company.
Thank you for your time and consideration.
Phill Weiler
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of Security
Holders
Not applicable
23. Consent of Experts and Counsel
NONE
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Piccard Medical Corporation ending
Dec. 31, 1999
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits
Not applicable
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
- - - - ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession
None - Not applicable
3. Articles of Incorporation & By-Laws
(c) Articles of Incorporation of the Company filed August 12, 1998
(d) By-Laws of the Company adopted August 12, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None - Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Resignation of Bill White
Resignation of Phil Weiler
18. Letter on Change in Accounting Principles
Not applicable
20. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of Security
Holders
Not applicable
23. Consent of Experts and Counsel
NONE
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Piccard Medical Corporation ending
Dec. 31, 1999
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits
Not applicable
Piccard 10sb-12g
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Piccard Medical Corporation
Date: December 31, 1999
By: /s/ David Espesetyh Signature
David Espeseth, President and Chief Executive Officer, Director
By: /s/ Larry James Signature
Larry James, Director, Secretary, Treasurer
By: /s/ Mike McKeever Signature
Mike McKeever, Director
By: /s/ Phil Weiler Signature
Phil Weiler, Director
