As filed with the Securities and Exchange Commission on
, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
-------------------------------------
ULTRAMED INTERNATIONAL, INC.
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ULTRAMED INTERNATIONAL, INC.
(Name OF Small Business Issuer in its charter)
New Jersey 22-3678284
(State of Jurisdiction) (Primary Standard Industrial (I.R.S. Employee
Classification Code Number) Identification No.)
UltraMed International, Inc
1580 Lemoine Avenue
Fort Lee, New Jersey 07024
(Address and telephone number of principal executive offices
and principal place of business)
-------------------------------------
Christopher J. Davey
UltraMed International, Inc.
1580 Lemoine Avenue
Fort Lee, New Jersey
201-592-0634
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
Copies of all communications to:
Joel Schonfeld, Esq.
Andrea I. Weinstein, Esq.
Schonfeld & Weinstein, L.L.P.
63 Wall Street, Suite 1801
New York, New York 10005
(212) 344-1600/Fax: (212) 480-0717
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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CALCULATION OF REGISTRATION FEE
Title of Each Amount Being Proposed Maximum Proposed Amount of
Class of Registered Offering Maximum Registration
Securities Price per Share Aggregate Fee
Offering
Price (1)
Common Stock 1,500,000 $1.00 $1,500,000 $396.00
Common Stock held
By Selling
Shareholders 1,492,500 $1.00 $1,492,500 $394.02
Total 2,992,500 $1.00 $2,992,500 $790.02
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to 457.
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Cross Reference Sheet
Showing the Location In Prospectus of
Information Required by items of Form SB-2
PART I INFORMATION REQUIRED IN PROSPECTUS ITEM NO.
1. Front of Registration Statement Front of Registration
and Outside Front Cover of Statement and outside
Prospectus front cover of Prospectus
2. Inside Front and Outside Back Inside Front Cover Page
Cover Pages of Prospectus of Prospectus and
Outside Front cover Page of
Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors High Risks Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary-
Determination of
Offering Price; High
Risk Factors
6. Dilution Dilution
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Legal Proceedings
10. Directors, executive Officers, Management
Promoters and Control Persons
11. Security Ownership of Certain Principal Stockholders
Beneficial Owners and Management
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PART I INFORMATION REQUIRED IN PROSPECTUS CAPTION IN PROSPECTUS
12. Description of Securities Description of Securities
13. Interest of Named Experts and Legal Opinions; Experts
Counsel
14. Disclosure of Commission Position Statement as to Indemnification
on Indemnification for Securities Act Liabilities
15. Organization Within Last Management, Certain
Five Years Transactions
16. Description of Business Business
17. Management's Discussion and Management's Discussion
and Analysis or Plan of and Analysis
Operation
18. Description of Property Property
19. Certain Relationships and Related Certain Relationships and
Transactions Related Transactions
20. Market for Common Stock and Prospectus Summary
Related Stockholder Matters Market for Registrant's
Common Stock and Related
Stockholders Matters;
Shares Eligible for
Future Sale.
21. Executive Compensation Executive Compensation
22. Financial Statements Financials Statements
23. Changes in and Disagreements Not Applicable
with Accountants on Accounting
and Financial Disclosure
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A MINIMUM OFFERING OF 500,000 AND A MAXIMUM
OFFERING OF 1,500,000 SHARES OF COMMON STOCK
ULTRAMED INTERNATIONAL, INC.
UltraMed International, Inc., a New Jersey Corporation ("UltraMed" "we"
or "us") is offering a minimum of 500,000 and a maximum of 1,500,000 shares of
common stock. Prior to this offering, there has been no public market for the
Securities, and there can be no assurance that such a market will develop or be
sustained .
This offering also relates to 1,492,500 shares being offered by selling
security holders
WE URGE YOU TO READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE ______
ALONG WITH THIS PROSPECTUS BEFORE YOU MAKE YOUR INVESTMENT DECISION.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities, or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
Per Share Total Minimum (1)(2) Total Maximum (1)(2)
Initial Public
offering price $1.00 $500,000 $1,500,000
Underwriting
discounts $ .10 $ 50,000 $ 150,000
Proceeds $ .90 $450,000 $1,350,000
(1) The shares are being offered to the public on a best efforts all
or none basis as to the minimum offering, and on a best efforts
basis as to the remaining 1,000,000 shares.
(2) These shares are being offered by management of UltraMed.
However, UltraMed may utilize the services of registered
broker-dealers.
ULTRAMED INTERNATIONAL, INC.
THE DATE OF THIS PROSPECTUS IS , 2000
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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UltraMed International, Inc.
UltraMed is a development stage company which was formed to further develop a
technology to detoxify opiate addicted patients at a more rapid pace than
currently existing protocol. UltraMed intends to market this technology to both
opiate addicted and medical communities.
The principal offices of UltraMed are located at 1580 Lemoine Avenue,
Fort Lee, New Jersey. Our phone number is 201-592-0634.
The Offering
Securities Offered......................... 1,500,000
Shares of Common stock.
Shares of common stock
Outstanding before offering................ 7,592,500
Shares of common stock
Outstanding after the minimum offering.... 8,092,500
Shares of common stock
Outstanding after the maximum offering.... 9,092,500
Risk Factors
The securities offered hereby are highly speculative and involve a high
degree of risk. Carefully review and consider the factors set forth under "Risk
Factors" as well as all other information contained herein.
Use of Proceeds
The net proceeds from this offering, estimated to be approximately
$450,000 if the minimum offering is sold, and $1,350,000 if the maximum offering
is sold, will be applied towards research and development, implementation of
strategic alliances and working capital.
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TABLE OF CONTENTS PAGE
Prospectus Summary
Selected Financial Data
Risks Factors
Use of Proceeds
Capitalization
Dilution
Management's Discussion and
Analysis of Financial Condition
Business
Management
Principal Shareholders
Description of Securities
Shares Eligible for Future Sale
Selling Security Holders
Legal Matters
Experts
Index to Financial Statements
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RISK FACTORS
We have limited operating history; We anticipate future losses.
UltraMed was incorporated on August 25, 1999 pursuant to the
laws of the State of New Jersey. UltraMed amended its Articles of Incorporation
on July 27, 2000 to increase the authorized capitalization to 48,000,000 shares
of common stock, no par value and 2,000,000 shares of preferred stock no par
value.
UltraMed has generated limited revenues since its incorporation, having
devoted its efforts to various organizational activities including efforts to
negotiate contracts with the University of Illinois at Chicago; Hospital
Fajarda, Puerto Rico; Brotman and/or Centinella, Hospitals Los Angeles,
California and conducting two private placements to raise gross proceeds of
$415,000. UltraMed has continued to complete a limited number of procedures at
Pascack Valley Hospital, New Jersey.
As of July 31, 2000 UltraMed had accumulated a net deficit of $284,765,
and we anticipate incurring net losses for the foreseeable future. The extent of
these losses will depend in part on our ability to enter into and implement
contracts and successfully market our procedure. We expect operating expenses to
increase in the areas of marketing and advertising and as a result, we will
specifically need to commence operations and generate revenues, and to offer
services at competitive prices if profitability is to be achieved.
We depend on key personnel, the loss of whom could have a material adverse
effect on our business.
Our success will be substantially dependent on the performance of our
executive officers, Dr. Bennett L. Oppenheim and Dr. Clifford Gevirtz. The loss
of the services of any of the executive officers could have a material adverse
effect on our business, results of operations and financial condition.
Competition for senior management, marketing personnel and other employees is
intense, and there can be no assurance that we will be successful in attracting
and retaining such personnel. Failure to successfully manage our personnel
requirements would have a material adverse effect on our business, results and
financial operations and financial condition. Currently there is no Key-Person
life insurance on any of the executive officers. UltraMed has entered into
employment agreements with Dr. Bennett L. Oppenheim and Dr. Clifford Gevirtz.
Payments pursuant to the employment agreement with Dr. Clifford Gevirtz has been
deferred until sixty (60) days after this offering has been declared effective
by the United States Securities and Exchange Commission.
Resale may be difficult
Prior to this offering, there has been no public market for our common
stock or other securities. The initial price of the public offering of our
common stock has been arbitrarily determined by UltraMed and is not necessarily
related to our assets, book value, results of operations, or any other
established criteria of value. There can be no assurance that an active trading
market for our common stock will develop, or be sustained if developed following
the closing of the offering.
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The price of shares has been arbitrarily determined.
The initial offering price has been arbitrarily determined by UltraMed
and bears no relationship whatsoever to our assets, earnings, book value or any
other objective standard of value. Among the factors considered are lack of
operating history of UltraMed, the proceeds to be raised by the offering, the
amount of capital to be contributed by the public in proportion to the amount of
stock to be retained by present stockholders, the relative requirements, and the
current market conditions in the over-the-counter market.
Most of our outstanding shares are restricted.
Upon completion of this offering, UltraMed will have outstanding
9,092,500, shares of common stock. Of the 9,092,500 issued and outstanding
shares of common stock, approximately 6,100,000 shares may be deemed "restricted
shares." The restricted shares were issued by UltraMed in private transactions
in reliance upon one or more exemptions contained in the Securities Act of 1933.
Restricted securities may, in the future, be sold in compliance with Rule 144
under the Securities Act of 1933, as amended. 1,492,500 shares of restricted
stock are being registered in this registration statement by selling
shareholders.
Rule 144 provides that a person holding restricted securities for a
period of one year may sell in brokerage transactions an amount equal to 1% of
our outstanding common stock every three months. A person who is a
"non-affiliate" of UltraMed and who has held restricted securities for over two
years is not subject to the aforesaid volume limitations as long as the other
conditions of the Rule are met. Possible or actual sales of common stock by
certain of the present stockholders under Rule 144 may, in the future, have a
depressive effect on the price of the common stock in any market which may
develop for such shares. Such shares would be eligible for sale within one year
under Rule 144, subject to certain volume restrictions and other conditions
imposed thereby commencing in January 2001.
Our management will have broad discretion to allocate offering proceeds.
Although UltraMed has generally provided for the use of the proceeds
from this offering, as of the date of this prospectus, we cannot specify with
certainty the amount of the net proceeds of the offering which will be allocated
for each purpose. Accordingly, UltraMed's management will have broad discretion
in the application of the net proceeds. Holders of UltraMed securities may not
agree with the allocation of the proceeds of this offering.
We may need, and may be unable to obtain, additional financing.
We anticipate that if this entire offering is sold we will have
sufficient capital to meet our needs for working capital and capital
expenditures for at least the next 12 months. After 12 months we may need to
raise additional funds through a private or public offering of securities for
research and development and/or marketing. If additional funds are raised
through the issuance of equity or debt securities, the new holders may have
preferences or privileges senior to those of the rights of UltraMed's
securities. There can be no assurance that additional capital will be available
or available on acceptable terms. UltraMed may not be able to fund its future
operations, adequately promote its procedures, develop or enhance services or
respond to competitive pressures. Any such inability could have a material
adverse effect on the business, results of operations and financial condition.
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Inside shareholders will continue to control UltraMed after this offering.
Prior to this offering, inside shareholders, including management of
UltraMed owned 83.07 % of outstanding UltraMed common stock. After this
offering, inside shareholders will own 69.36 % of the outstanding UltraMed
common stock. As a result, these insiders will continue to control the company,
and will continue to be able to elect all of UltraMed's directors, appoint its
officers and control UltraMed's affairs and operations. UltraMed's articles of
incorporation do not provide for cumulative voting.
USE OF PROCEEDS
The net proceeds that it will receive from the sale of the minimum and
maximum offering is estimated to be approximately $450,000 and $1,350,000
respectively after deducting estimated offering expenses.
We intended to apply these net proceeds as follows:
MINIMUM OFFERING MAXIMUM OFFERING
Opening facility at the
University of Illinois, Chicago (1) $ 25,000 $100,000
Opening the facility in
California (1) $ 75,000 $150,000
Opening the facility in
Puerto Rico (1) $ 10,000 $ 50,000
Marketing $100,000 $400,000
Research and Development $ 50,000 $150,000
Working capital $190,000 $500,000
Total $450,000 $1,350,000
--------------------
(1) Includes local and regional marketing
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Capitalization
The following tables sets forth the capitalization at July 31, 2000 on
an actual basis and as adjusted to give effect to the sale of a minimum of
500,000 shares of common stock and a maximum of 1,500,000 shares of common stock
at an initial public offering price of $1.00 per share and receipt of the net
proceeds. This table should be read in conjunction with the financial statements
and related notes included elsewhere in this prospectus.
ACTUAL AS ADJUSTED
------ -----------
Short-Term Debt: $ 11,824 11,824
Long-Term Debt: 282,500 50,000
Stockholders' equity:
Common stock, no par value, 48,000,000 shares Authorized (actual and pro forma)
and 7,200,000 Authorized (as adjusted):
143,110 373,110
7,200,000 shares issued and outstanding (actual)
8,700,000 shares issued and outstanding (as adjusted)
Preferred stock, no par value, 2,000,000 authorized
0 0
Accumulated deficit (284,765) (284,765)
Total stockholders' equity (deficit) (141,655) 88,345
--------- ---------
Total Capitalization $(143,110) $ 88,345
--------- ---------
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DILUTION
As of July 31, 2000, UltraMed had a net tangible book value of
$(284,765)or approximately $( .04) per share of common stock. Net tangible book
value per share is equal to UltraMed's tangible assets less its total
liabilities, divided by the number of shares of common stock outstanding on such
date. After giving effect to the sale of between 500,000 and 1,500,000 shares of
common stock and the receipt of the estimated nets proceeds after the deduction
of fees, the proforma net tangible book value as of July 31, 2000, would be
$215,235 for the minimum offering and $1,215,235 for the maximum offering.
This represents an immediate increase in net tangible book value of
$.028 per common share in the minimum offering and $.1396 in the maximum
offering to the existing shareholders, and an immediate dilution of $ .97 to
$.86 share of common stock to the new investors.
The following illustrates the per share dilution:
Assumed initial offering price is $1.00
Net tangible book value per share in the minimum offering. ...$.028 (1)
Net tangible book value per share in the maximum offering.....$.1396 (1)
Increase attributable to new investor (1)
Adjusted net tangible book value minimum offering.............$.07 (1)
Adjusted net tangible book value maximum offering.............$.18 (1)
Dilution per share to new investors after minimum offering....$.97 (1)
Dilution per share to new investors after maximum offering....$.86 (1)
Dilution as a percentage of offering price after minimum offering 97% (1)
Dilution as a percentage of offering price after maximum offering 86% (1)
1. As of August 21,2000, all convertible note holders converted their notes into
common stock and an additional 120,000 shares of common stock were issued for
work, labor, and services.
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The following table sets forth on a proforma basis as of July 31,2000,
including the offering.
SHARES PURCHASED % TOTAL % AVERAGE
NUMBER CONSIDERATION PRICE
AMOUNT PER SHARE
------------------- ----------------- --------- ------------- -------- ---------
Existing
Shareholders(1)
7,592,500 83.5% $ 425,610 22% $.06
------------------- ----------------- --------- ------------- -------- ---------
------------------- ----------------- --------- ------------- -------- ---------
New Investors
maximum offering
1,500,000 16.5% $1,500,000 88% $1.00
------------------- ----------------- --------- ------------- -------- ---------
------------------- ----------------- --------- ------------- -------- ---------
(1) Includes 6,100,000 shares purchased by Dr. Bennett Oppenheim, a director of
UltraMed, at $.0001 per shares.
PLAN OF DISTRIBUTION
UltraMed is offering the right to subscribe to up to 1,500,000 shares of common
stock at $1.00 per share.
UltraMed proposes to offer the shares directly on a best efforts, all or none
basis as to the first 500,000 shares and a best efforts basis as to the
remaining 1,000,000 shares. While we reserve the right to sell our securities
through registered broker-dealers, we have no commitments to do so. In the event
registered broker-dealer are engaged, we anticipate paying a commission of 10%
of securities sold by such broker-dealers.
As of the date of this prospectus, no broker has been retained by the company in
connection with the sale of securities being offered hereby. In the event a
broker who may be deemed an underwriter is retained by UltraMed, an amendment to
UltraMed's registration statement will be filed with the Securities and Exchange
Commission.
There is no minimum or maximum purchase requirement. Subscription proceeds
received by UltraMed shall be placed in an escrow account with Fleet Bank until
the minimum offering is achieved, after which proceeds shall be released
directly to UltraMed. If the minimum offering is not sold by the end of the
offering period, or extended offering period if so extended, all escrowed
proceeds shall be returned to investors.
MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
The following discussion and analysis provides information that we
believe is relevant to an assessment and understanding of our results of
operations and financial conditions for the year ended December 31, 1999 and the
seven months ending July 31, 2000. The following discussion should be read in
conjunction with the financial statements and related notes appearing elsewhere
in this prospectus.
Overview
Since beginning operations in September 1999, we have devoted
substantially all of our resources to raising initial funds and acquiring
certain technology for which a patent is pending. From inception to July 31,
2000, we have raised total equity capital of $142,500, and debt of $282,500. As
of April 30, 2000 we had an accumulated deficit of $284,765. We have just
started to receive revenues from sales of services. We expect to operate at a
loss for the first six to twelve months as we incur increasing levels of expense
to support growth and market our procedures.
On August 21, 2000, all note holders converted their notes into equity.
We believe that initial operating loss will not be indicative of future
performance for the following reasons, among others:
-- The receipt of the proceeds of this offering and their use to fund our
anticipated growth will materially change expense levels in all major
categories and are expected to support substantial increases in
revenues from operations; and
-- We are a development stage company and anticipate rapid increases in
the number of cases performed and the number of medical facilities
using our procedure.
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Although we expect substantial growth in both revenues and expenses, we
anticipate that increase in expenses will occur. Also, while we are committed,
at least in the short term, to substantial increases in expenses, we cannot
guarantee that revenues will increase correspondingly. Like many companies
attempting to build a new business, we expect that for at least the next year,
and for an indeterminate period of time thereafter, we will follow a strategy of
establishing market share by making expenditures for marketing and
infrastructure development that exceed revenues.
Commencing May 1, 2000 and ending July 31, 2000, UltraMed had revenues
of $27,945, all derived from procedures preformed in Pascack Valley Hospital. We
incurred total expense of $106,993. We have continued to fund operations
primarily through the sale of notes.
UltraMed has been approved by Fleet Bank for a four year line of credit
of $48,000 at 3.25% above prime. As of July 31, 2000, UltraMed had not accessed
the line of credit.
Through an assignment or rights with two of its principals, UltraMed
has the rights to market and apply certain technology for opiate detoxification
and continued abstinence using proprietary procedures.
We believe that the maximum proceeds of this offering will allow
UltraMed to operate for a minimum of twelve months without raising additional
capital. UltraMed intends to market its opiate detoxification procedure to
different hospitals and medical institutions in the United States and
internationally. In the event UltraMed is required to raise additional funds to
finance its business activities it will do so either in the form of equity or
debt financing.
Year Ended December 31, 1999 Four Months
Ended April 30,2000
Revenues $10,800 $ 35,500
Cost of Sales $ 0 $ 18,670
General and
administrative
expenses $12,102 $ 221,243
Net (loss) $(1,302) $(204,415)
Results of Operations. For the year ended December 31, 1999 , and the
four months ended April 30, 2000, we had $10,800 and $35,500 in total revenues
respectively, all of which were derived from procedures performed in Pascack
Valley Hospital, New Jersey. We incurred total expenses of $227,661. Expenses
consisted of $12,102 and $221,243, respectively of general and administrative
expenses and $18,670 of treatment costs during the period ending April 30,2000.
We have incurred start up costs of $242,017. We expect to expend approximately
$450,000 during the next 12 months.
Liquidity and Capital Resources. We have funded our operations
primarily through the sale of common stock and notes. From inception through
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July 31, 2000 we raised approximately $365,000 from sales of notes and common
stock for cash. As of July 31, 2000, we had a total of $222,500 of outstanding
notes. Additional notes of 50,000 were issued in August 2000. All notes have
been converted into stock as of August 21, 2000. We have described the effect of
this offering on our capital resources and our anticipated uses of those
resources under "Use of Proceeds"on page eleven (11).
BUSINESS
General
UltraMed is a biomedical company founded to market the technology of
Anesthesiology Accelerated Opiate Detoxification or as it is more commonly known
"Ultra Rapid Opiate Detoxification" which was brought to the United States from
Israel by Dr. Bennett Oppenheim in 1996. UltraMed has further developed the
technology to rapidly detoxify opiate addicted patients within hours. We believe
this process will eliminate the grueling withdrawal symptoms associated with
detoxification. Drs. Bennett Oppenheim and Clifford Gevirtz have applied for a
patent for a devise to assist relapse prevention within this technology and have
assigned to UltraMed the rights of the patent pending for this technology.
Opiates are among the most highly addictive substances. These drugs consist of
Heroin, Methadone, and all the narcotic prescription painkillers (e.g. Vicodin,
Demerol, Morphine, Dilaudid, Percocet, Darvon, Fioricet, etc.).
Detoxification
The entire field of detoxification and substance abuse treatment is wide open
for any new technology which significantly increases the success rate of opiate
detoxification. Using anesthesia to bypass the grueling symptoms of withdrawal
traditionally experienced during opiate detoxification, UltraMed's technology
offers a solution to the serious problem of failure to successfully detoxify.
Traditional Detoxification, which usually take days, weeks or months is
compressed into several hours using UltraMed's technology. The UltraMed protocol
is designed to offer a safe and effective rapid detoxification. The patient
should be able to immediately embark on a course of long-term rehabilitation
without the fatigue, lowered motivation and lowered resistance to relapse
commonly found using traditional detoxification treatments.
UltraMed has contracted with various doctors and hospitals to utilize the
proprietary technology to implement "Ultra Rapid Opiate Detoxification". This is
a technique whereby a patient addicted to opiates can be rapidly detoxified and
medically prepared for immediate long-term rehabilitation. UltraMed believes
this represents a medical breakthrough in the field of addiction treatment.
While the patient is asleep in an intensive care unit hospital bed under light
general anesthesia, a combination of FDA approved medications are administered
by a board certified physician which serve to rapidly decrease the time period
of detoxification. Compared to taking days to weeks- even months- to complete
opiate detoxification using traditional methods, the patient is detoxified in
three to six hours using Ultra Rapid Opiate detoxification. Instead of
attempting to endure the continually grueling withdrawal symptoms that lead to
failure the traditional way, the patient experiences the entire accelerated
detoxification process while asleep under anesthesia. The entire withdrawal
process is completed while the patient is asleep, resulting in the patient
awakening with the narcotic stripped from his/her brain's opiate receptor sites,
detoxified and ready for long-term rehabilitation. Using this technology, 24
hours after hospital admission, the patient is ready for discharge and long-term
rehabilitation.
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While Ultra Rapid Opiate Detoxification is not proprietary, UltraMed believes it
is one of the few companies utilizing this technology. Additionally, Drs.
Oppenheim and Gevirtz, have developed a supplemental device to help prevent
relapse after Ultra Rapid Opiate Detoxification. Drs. Oppenheim and Gevirtz have
developed patches to affix to the skin of the person undergoing detoxification.
The patch releases a side-effect blocking sedative, a narcotic antagonist, a
sedative and octapeptide into the skin. It is administered to the patient after
detoxification during the acute and chronic phases of recovery that follow
detoxification.
Intellectual Property
Recovery and relapse prevention from opiate addiction consists of two
separate and distinct phases, acute and chronic. Thus, after a patient has been
detoxified by any standard protocol, the patient is first treated for acute
withdrawal symptoms. UltraMed's transdermal patch consisting of side-effect
blocking sedative, a narcotic antagonist, a sedative and octapeptide may be used
to assist in this phase. This treatment would continue for approximately 7-10
days after detoxification. After the acute phase of recovery has been treated,
the patient may be treated for chronic relapse prevention using Ultra Med's
second patch containing a side-effect blocking sedative and narcotic antagonist.
UltaMed recommends that the second patch be used up to six months following
detoxification.
UltraMed believes that these two patches provide a method for
maintaining abstinence after detoxification of a patent treated for opiate
addiction.
On June 28, 2000, Drs. Gevirtz and Oppenheim applied for a patent for
its transdermal patch to be utilized after detoxification. The purpose of this
patch is to decrease or eliminate side effects during the acute and chronic
phases following detoxification and to maintain abstinence after detoxification
of a patient treated for opiate addiction. On June 27, 2000. Drs. Gevirtz and
Oppenheim assigned all rights to this patent pending to UltraMed.
A provisional patent application was filed April 4, 2000 and was
supplemented by the June 28, 2000 patent application.
Anesthesiology Accelerated Opiate Detoxification
Anesthesiology Accelerated Opiate Detoxification is a new medical
process in the field of addiction treatment. UltraMed's technology is capable of
detoxification from all opiates in less than six hours, with discharge from the
hospital within 24 hours of admission.
Anesthesiology Accelerated Opiate Detoxification is potentially open to
any board certified physician/ anesthesiologist who possessed the training,
experience and state-of-the-art hospital facilities to perform this procedure.
While not a difficult procedure to perform, it does require specific training
and knowledge of how to implement the various medical protocols appropriate for
detoxification from either Heroin, Methadone or Narcotic Pain Medication. A
handful of physicians and groups presently perform this technique both
in-patient and outpatient throughout the United Sates.
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Business Strategy
UltraMed intends to aim its marketing strategy at three groups: the lay
public; the referring professional community; and the opiate addicted
population.
UltraMed intends to emphasize the public benefits of Anesthesiology
Accelerated Opiate Detoxification, and its part in achieving ultimate long-term
rehabilitation.
UltraMed intends to continue to do procedures at Pascack Valley
Hospital and will receive remuneration from that, in addition thereto, they
intend to train physicians in different hospitals and will receive remuneration
for those physicians using the patented process of UltraMed and using the good
will, advertising and publicity that UltraMed has and intends to promote. It is
the intent of UltraMed that each hospital using their procedure will pay them a
fee for the use of same.
Dr. Oppenheim, Chief Executive Officer of UltraMed, has contacted the
following persons/entities with regard to UltraMed conducting Anesthesiology
Accelerated Opiate Detoxification:
-- New Jersey Commissioner of Health and Senior Services
-- New Jersey Commissioner of Commerce
-- New York State Commissioner of Correction
-- National Institute of Drug Addiction
-- New York State Office of Alcohol and Substance Abuse Services
UltraMed intends to advertise in newspapers and on the radio, and
produce an infomercial describing UltraMed and its services. We also plan on
enhancing our Website.
Competition
Competitors to UltraMed are those companies engaging in traditional methods
of opiate detoxification including methadone replacement, along with the few
companies that are attempting to compete using variations of anesthesiology
accelerated detoxification technology or "Ultra Rapid Opiate Detoxification."
There are two (2) primary companies that provide Ultra Rapid Opiate
Detoxification services using variations of UltraMed protocols. CITA Biomedical,
Inc., based in California, provides referrals to several hospitals that
implement UROD. NUTMEG Intensive Narcotic Detoxification, owned and operated by
Dr. David Simon, from Tolland, Connecticut, also refers patients to hospitals
implementing UROD. Neither of these companies possess the proprietary patent
pending technology for maintaining relapse prevention following UROD that
UltraMed possesses or has produced any published research demonstrating safety
and long term recovery as has UltraMed's principles. Neither of the
aforementioned companies uses professionally licensed psychiatric clinical staff
to screen candidates for treatment, which is the UltraMed method, generically
endorsed by the American Society of Addiction Medicine in their May 9, 2000
public policy statement with regard to the use of Ultra Rapid treatment for
addiction. CITA Biomedical charges $8,000 for UROD, while Nutmeg charges between
$4,000 and $6,000 for UROD without any known psychiatric relapse prevention,
monitoring or published outcome studies. Although these companies have patents,
UltraMed intellectual properties attorneys assured UltraMed that they will not
be infringing upon those patents.
18
<PAGE>
Traditional treatments for opiate dependency consist of either conventional
detoxification or methadone substitution. Methadone substitution costs
approximately $8,000 for the first year of treatment, with additional costs
incurred at the average rate of approximately $2,000-$3,000 per year. Thus, the
average cost of methadone treatment usually exceeds $30,000 with an average
length of treatment exceeding ten (10) years. Methadone detoxification succeeds
at a rate of less than 20%. Traditional detoxification programs consist of long
term treatment centers such as Betty Ford. These centers use a stay of over
three (3) weeks and have moderate success rates with regard to successful
detoxification from opiates. The cost of these types of treatments exceeds
$25,000. Most "cold turkey" detoxification, have success rates of less than 5%.
In comparison, UltraMed's method results in high success rate, with the majority
of patients remaining abstinent from opiates when measured over six months
following treatment.
Employees
As of July 31, 2000, UltraMed had two employees: Dr. Bennett Oppenheim,
and Dr. Clifford Gevirtz. Dr. Gevirtz has deferred all compensation Until sixty
(60) days after this offering has been declared effective by the United States
Securities and Exchange Commission. Ms. Ginger Oppenheim has been working as an
independent contractor. We intend to hire additional personnel upon completing
this offering.
Facilities
The company's headquarters are presently based in Dr. Oppenheim's
offices located at 1580 Lemoine Avenue, Suite 8, Fort Lee, New Jersey 07024, at
$2,300 per month as of September 1, 2000. It was previously $1,500 per month.
MANAGEMENT
Executive Officers and Directors
The executive officers, directors and key employees of UltraMed and
their respective ages as of June 30, 2000, are as follows:
NAME AGE POSITION
Christopher J. Davey 27 President, Director
Ginger Oppenheim 41 Secretary, Director
Josh Nabozny 44 Director
Roger Davey 54 Treasurer, Director
Clifford M.Gevirtz M.D. 44 Chief Medical Officer,
Director
Marc Kassman 26 Director
Bennett L. Oppenheim 44 CEO, Director
19
<PAGE>
Christopher Davey, has been a director of UltraMed since March, 2000 and its
president since July 14, 2000. He has been a manager of Global Consultants, New
York since March 2000. He has been a principal of Global Integrated Business
Solutions, a warrant holder of UltraMed, since March 2000. He graduated from
Deakin University, Australia majoring in Marketing and Management in June 1999,
obtaining a Bachelor of Commerce degree during which time he worked with
Canterbury Mint Pty., Ltd, Australia as a financial advisor. Mr. Davey is the
son of Roger C. Davey, Treasurer and a director of UltraMed.
Ginger Oppenheim, has been Secretary and a director of UltraMed since March
2000. Since 1985, she has been the Office Manager of Behavioral Counseling
Associates, a Psychology Consulting company located in New Jersey, a practice
owned by her husband, Dr. Bennett L. Oppenheim. Ms. Oppenheim received her
Bachelor of Science degree from Brooklyn College. She is the wife of Dr. Bennett
Oppenheim, President and a director of UltraMed. She is the sister of Marc
Kassman, a director of UltraMed.
Joshua Nabozny, has been a director of UltraMed since March 2000. Mr. Nabozny is
currently Director of eCommerce for Merrill Lynch where he has been employed
since March 1999. He was Senior Vice President and Chief Technology Officer for
Reuters-Reality Online Inc. from June 1998 to March 1999. He served as Senior
Vice President and Director of Corporate Architecture, Technology and Services
with PaineWebber from January 1997 through June 1998. Prior to this Position at
PaineWebber he was a Corporate Vice President from the time he started in 1991.
Roger C. Davey, has been Treasurer and a director of UltraMed since March 2000.
Since January 2000, he has been president of Iron Reduction Technologies, now
known as Energen Global, Inc. a corporation in the energy field. From 1992 to
January 2000, Mr. Davey was an owner and director of Perigrine Corporate
Limited, a licenced securities dealer in Australia. He has served as a director
of McIntosh Risk Management Ltd., now Merrill Lynch and he was a director of
Bain Refco Commodities Ltd, owned by Deutsche Bank, Australia. Mr. Davey is a
graduate of Wesley College in Australia and Monash University of Australia. He
is the father of Christopher Davey, President and a director of UltraMed.
Clifford Gevirtz, M.D. , has been a director of UltraMed since March 2000. From
1994 to 1999 he was Clinical Director of Anesthesiology at New York Medical
College, Vahalla, New York. He is currently Chief of Anesthesiology for the
Bronx NY Veterans' Administration and Associate Professor of Anestesiology at
Mount Sinai Medical Center, NY. Dr. Gevirtz received his Bachelor of Arts degree
from the University of Rochester, his Masters in Public Health from Tulane
University and his Medical Doctor degree from Tulane University School of
Medicine.
Marc Kassman, has been a director of UltraMed since March 2000. He has been the
pharmacy manager of Great Neck Chemists since March 1999. He is head of the
long-term care division, specializing in pain management, and infusion
therapies. From 1998 to 1999, he was an independent consultant for Great Neck
Chemists, Great Neck, New York. From 1997 to 1999, Marc was Staff Pharmacist for
Belle Harbor Chemists, Belle Harbor, New York, and from 1997 to 1999, he was
Staff Pharmacist for Stella's Pharmacy, Brooklyn, New York. Mr. Kassman
graduated from St. John's University with a Bachelor of Science in Pharmacy in
1997. He is the brother of Ginger Oppenheim, director and Secretary of UltraMed.
20
<PAGE>
Bennett L. Oppenheim, Ph.D., has been a director of UltraMed since
incorporation. He was president of UltraMed from inception until July 14, 2000.
From 1996 to 1999, he was a director of CITA, a Biomed company located in
California. From 1984 to 1996, he was a private practice psychologist. From 1981
to 1985, Dr. Oppenheim worked for Hudson County, New Jersey as a mental health
representative, where he was responsible for the county's administrative and
clinical mental health requirements. Dr. Oppenheim received his Bachelor of
Science degree from Brooklyn College, a Masters of Science from St. John's
University, a Masters of Arts and Ph.D from Hofstra University. He is the
husband of Ginger Oppenheim, Secretary and director of UltraMed.
EXECUTIVE COMPENSATION
Directors' Compensation
Directors will be reimbursed for the expenses they actually incur in
attending board meetings. Directors will not be paid a fee for their service or
attendance at board meetings but may receive remuneration in the future. To
date, directors have received no compensation.
Executive Officers' Compensation
Dr. Bennett L. Oppenheim, President, has an employment agreement with
UltraMed and shall receive an annual salary of $180,000. Dr. Gevirtz, Chief
Medical Officer, has an employment agreement with UltraMed pursuant to which he
shall receive $96,000 per year. Ginger Oppenheim works as an independant
consultant receiving an average of $300 per week.
----------------------------- ----------------------- -----------------
Officer Year Salary
----------------------------- ----------------------- -----------------
Dr. Bennett L. Oppenheim 1999 0
Chief Executive Officer 2000 (1) $180,000
----------------------------- ----------------------- -----------------
----------------------------- ----------------------- -----------------
Dr. Clifford Gevirtz 1999 0
Chief Medical Officer 2000 (2) 0
----------------------------- ----------------------- -----------------
----------------------------- ----------------------- -----------------
Ginger Oppenheim 1999 0
Secretary 2000 $15,000
----------------------------- ----------------------- -----------------
(1) Excludes $949.00 per month car allowance, and health insurance and car
allowance at approximately $620, and $120 per month, respectively. (2) Dr.
Gevirtz has deferred all compensation until sixty (60) days after UltraMed's
registration statement has been declared effective by the United States
Securities and Exchange Commission.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to UltraMed
with respect to beneficial ownership of UltraMed's common stock as of July 31,
2000, and as adjusted for the sale of the securities offered by this prospectus,
the number and percentage of outstanding shares of common stock beneficially
owned by each person who beneficially owns:
21
<PAGE>
more than 5% of the outstanding shares of our common stock;
each of our officers and directors; and
all of our officers and directors as a group.
Except as otherwise noted, the persons named in this table, based upon
information provided by these persons, have sole voting and investment power
with respect to all shares of common stock owned by them.
<TABLE>
<CAPTION>
Name and Number of Shares % Beneficially % Beneficially % Beneficially
Address of Beneficially Owned Before Owned After Owned After
BENEFICIAL OWNER OWNED OFFERING MINIMUM MAXIMUM
OFFERING OFFERING
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Bennett L. 6,100,000(6) 80.3% 75.4% 67.1%
Oppenheim
38 Avalon Drive
Montville, NJ 07045
Global
Integrated
Business
Solutions 1,100,000(1) 14.5% 13.6% 12.10%
125 Maiden Lane, 16th Floor
New York, NY 10038
Schonfeld & Weinstein, L.L.P.
63 Wall St, Ste. 1801 100,000(2) 1.3% 1.2% 1.1%
New York, NY 10005
Platinum
Consulting
Group 300,000 4.0% 3.7% 3.3%
2915 Laceniga Bvd.
Beverly Hills, CA 90211(3)
Canterbury
Mint Pty, Ltd.
155 Cochrans Rd. Ceres 100,000(4) 1.3% 1.2% 1.1%
Victoria, Australia 3221
Canterbury Mint
SuperFund 125,483 1.7% 1.6% 1.4%
155 Cochrans Rd. Ceres shares(5)
Victoria, Australia 3221
<FN>
(1) Global Integrated Business Solutions holds 1,100,000 common stock purchase
warrants which may be exercised at $.10 per share until January 2005. The
principals of Global Integrated Business Solutions are George Garcy and
Christopher J. Davey, President of UltraMed.
(2) Schonfeld & Weinstein, L.L.P. holds 100,000 common stock purchase warrants
exercisable at $.25 per share for a period of five years expiring May 2005.
22
<PAGE>
(3) Jerome Saitta is the principal of Platinum Consultants Group. Platinum holds
300,000 common stock purchase warrants exercisable at $.25 until May 2005.
(4) Roger Davey, Treasurer and a director of UltraMed, is a principal of
Canterbury Mint Pty., Ltd. Caterbury Mint hold 100,000 common stock purchase
warrants exercisable at $.25 per share until May 2005.
(5) Canterbury Mint SuperFund is a wholly a owned subsidiary of Canterbury Mint
Pty. Ltd of which Roger Davey, Treasurer and a director of UltraMed, is a
principal. Canterbury Mint SuperFund purchased 125,483 shares at $.13 per share.
(6) Dr. Oppenheim has entered into a lock up agreement pursuant to which he has
agreed not to vote his shares for a period of two years from their date of
issuance. Dr. Oppenheim is Chairman of the Board of Directors.
</FN>
</TABLE>
DESCRIPTION OF SECURITIES
As of the date of this prospectus, our authorized capital stock
consists of 48,000,000 number of shares of common stock with no par value and
2,000,000 shares of preferred stock no par value.
Common Stock
As of July 31, 2000, there were 7,320,000 shares of common stock
outstanding held of record by approximately 11 shareholders. There will be
approximately 8,092,500 shares of common stock after the effect of the minimum
offering of 500,000 shares of common stock and number of shares of common stock
after the effect of the maximum offering of 1,500,000 shares of common stock. As
of August 21, 2000, all note holders have converted their $272,500 of notes into
common stock.
Holders of common stock are entitled to one vote, there is no preferred
stock issued or outstanding.
Warrants
There are currently 1,600,000 common stock purchase warrants issued and
outstanding. Series A warrants may be exercised at $.10 per share for a five
year period commencing in January 2000, their date of issuance. Series B
Warrants may be exercised at $.25 per shares for a five year period commencing
in May 2000.
Convertible Notes
As of July 31, 2000, UltraMed had $222,500 convertible notes
Outstanding. A further 50,000 convertible notes were sold in August. All have
been converted as of August 21, 2000. These notes accrue interest at a rate of
9% per annum, payable semi-annually. The common stock that underlines these
convertible notes is being registered herein by selling security holders.
Transfer Agent
Transfer Online will serve as the Transfer Agent for the common stock.
23
<PAGE>
Determination of offering price
The offering price of the common stock has been arbitrarily determined
by UltraMed. This price bears no relation to our assets, book value, or any
other customary investment criteria, including our prior operating history.
Among factors we considered in determining the offering price were estimates of
UltraMed's business potential, our financial resources, the amount of equity and
control desired to be retained by the present shareholders, the amount of
dilution to public investors and the general condition of the securities
markets.
Escrow Agent
Fleet Bank will serve as UltraMed's escrow agent in this offering.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering there has been no market for UltraMed's
securities. Future sales of substantial amounts of common stock or warrants in
the public market could adversely affect market prices prevailing from time to
time.
Upon completion of the minimum offering, UltraMed will have outstanding
an aggregate of 8,092,500 shares of common stock. In addition to the 500,000 and
1,500,000 shares being offered in the minimum and maximum offerings,
respectively, shareholders of UltraMed are registering 1,492,500 of common
stock. Upon completion of the maximum offering, UltraMed will have outstanding
an aggregate of 9,092,500 shares of common stock. 2,992,500 of these shares will
be freely tradable without restriction or further registration under the
Securities Act (except for any shares purchased by "affiliates" as that term is
defined in Rule 144 under the Securities Act) The remaining 6,100,000 shares are
shares of restricted stock, as that term is defined in Rule 144 promulgated
under the Securities Act. Restricted stock may be sold in public market only if
registered or if it qualifies for an exemption from registration.
In general, under Rule 144 as currently in effect, beginning 90 days
after the date of this prospectus, a person (or persons whose shares are
aggregated) who has beneficially owned restricted shares for at least one year
(including the holding period of any prior owner except an affiliate) would be
entitled to sell within any three month period a number of shares that does not
exceed the greater of: (i) one percent of the number of share of common stock
then outstanding; or (ii) the average weekly trading volume of the common stock
during the four calender weeks preceding the filing of a notice on Form 144 with
respect to such sale. Sales under Rule 144 are also subject to certain manner of
sale provisions and notice requirements and to the availability of current
public information about UltraMed. Under Rule 144(k), a person who is not deemed
to have been an Affiliate of UltraMed at any time during the 90 days preceding a
sale, and who has beneficially owned the share proposed to be sold for at least
two years (including the holding period of any prior owner except for an
affiliate), is entitled to sell such shares without complying with the manner of
sale, public information, volume limitation or notice provisions of Rule 144;
therefore, unless otherwise restricted, "144(k) shares" may be sold immediately
upon the completion of this offering.
24
<PAGE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
UltraMed by its counsel, Schonfeld & Weinstein, L.L.P., 63 Wall Street, Suite
1801, New York, New York 10005.
EXPERTS
The balance sheet as of December 31, 1999 and July 31, 2000, and the
statement of operations, stockholders' deficit, and cash flows for the four
months then ended, have been audited by Randall Rogg, independent certified
public accountant, as set forth in his report thereon appearing elsewhere herein
and in registration statement, and are included in reliance upon such report
given upon the authority of such report given upon the authority of such firm as
an expert in accounting and auditing.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 2000 to February 2000, UltraMed sold 1,100,000 shares of its common
stock to 10 people at $.129454 per share subject to amending its certificate of
incorporation. The sales were conducted pursuant to Section 4(2) of the
Securities Act of 1933. In January 2000, UltraMed sold 1,100,000 common stock
purchase warrants to Global Integrated Business Solutions. The warrants are
exercisable at $.10 share until January 2005. In May 2000, UltaMed issued a
total of 500,000 common stock purchase warrants to three persons. These warrants
were sold for $.0001 per warrant and are exercisable for $.25 per share for five
years.
Between March and August 15, 2000, UltraMed sold convertible notes to 22 people.
These notes accrue interest at a rate of 9% per annum, payable semi-annually and
can be converted into common stock at $ 1.00 per share for a five year period. A
total of $272,500 notes were issued. All notes were converted into common stock
as of August 21, 2000.
On April 2000, UltraMed entered into a financing agreement pursuant to which
UltraMed borrowed $60,000. This loan accrued interest at 8% per annum, payable
semi-annually. The loan is payable when UltraMed is capitalized at not less than
$500,000 through the sale of equity securities.
In June 2000, UltraMed entered into an agreement with Dr. Clifford
Gevirtz, director and Dr. Bennett Oppenheim, CEO and director of UltraMed
respectively pursuant to which Drs. Gevirtz and Oppenheim have agreed to
transfer all their title and rights in certain patches to be used in
Anesthesiology Accelerated Opiate Detoxification for which there is a patent
pending.
In August 2000, 120,000 shares of UltraMed were issued to two
individuals for their work in negotiating with potential referral sources and
hospitals. The two individuals are Richard Shanale, and Howard Effron, who were
issued 50,000 and 70,000 shares respectively. Mr. Shanley and Mr. Effron have
helped to establish referral sources on the West Coast of the United States and
hospitals to complete the UltraMed procedures.
25
<PAGE>
SELLING SECURITY HOLDERS
---------------------------- ---------------- ------------- -------------
SELLING SHAREHOLDERS NUMBER OF SHARES NUMBER OF % OF CLASS
OF COMMON STOCK SHARES BEING AFTER MAXIMUM
AIRED REGISTERED OFFERING
---------------------------- ---------------- ------------- -------------
Canterbury Mint Super 125,483 125,483 1.40%
Fund (1)
---------------------------- --------------- --------------- -------------
Penelope Judith Davey(2) 76,826 76,826 .8%
---------------------------- --------------- --------------- -------------
David Lenigas 160,055 160,055 1.8%
---------------------------- --------------- --------------- -------------
Savannah Global Mining Ltd. 77,193 77,193 .8%
---------------------------- --------------- --------------- -------------
Andrew Myer 307,305 307,305 3.4%
---------------------------- --------------- --------------- -------------
Jane Abbot 80,949 80,949 .9%
---------------------------- --------------- --------------- -------------
Maurie Blumenthall 35,852 35,852 .4%
---------------------------- --------------- --------------- -------------
John Sheard/or nominee 81,951 81,951 .9%
---------------------------- --------------- --------------- -------------
John Kunz 77,193 77,193 .8%
---------------------------- --------------- --------------- -------------
Loch Securities Pty Ltd. 77,193 77,193 .8%
---------------------------- --------------- --------------- -------------
Nancy & Jay Goldman 10,000 10,000 .1%
---------------------------- --------------- --------------- -------------
Steven Bellish 8,500 8,500 .1%
---------------------------- --------------- --------------- -------------
Brian Schochet 5,000 5,000 .1%
---------------------------- --------------- --------------- -------------
Attilio Luppino 10,000 10,000 .1%
---------------------------- --------------- --------------- -------------
Josh Nabozny(3) 20,000 20,000 .2%
---------------------------- --------------- --------------- -------------
Mitchell and Roni Katz 2,000 2,000 .02%
---------------------------- --------------- --------------- -------------
Hal Mitlitsky 6,000 6,000 .1%
---------------------------- --------------- --------------- -------------
Neil Subes 10,000 10,000 .1%
---------------------------- --------------- --------------- -------------
Stan Greenwald 3,500 3,500 .1%
26
<PAGE>
---------------------------- --------------- --------------- -------------
Barry Horowitz 5,000 5,000 .1%
---------------------------- --------------- --------------- -------------
Thomas Hudalko and
Nancy Fiumefreddo 2,000 2,000 .02%
---------------------------- --------------- --------------- -------------
Sherry Stein 1,000 1,000 .01%
---------------------------- --------------- --------------- -------------
Suzanna Monica Szalinski 2,000 2,000 .02%
---------------------------- --------------- --------------- -------------
Gaethan Mark Cutri 5,000 5,000 .1%
---------------------------- --------------- --------------- -------------
Dominic Cutri 50,000 50,000 .5%
---------------------------- --------------- --------------- -------------
Katie Peterson 5,000 5,000 .1%
---------------------------- --------------- --------------- -------------
John Stella 10,000 10,000 .1%
---------------------------- --------------- --------------- -------------
Frank Longo 10,000 10,000 .1%
---------------------------- --------------- --------------- -------------
Marc Kassman 5,000 5,000 .1%
---------------------------- --------------- --------------- -------------
Thirty S. Wacker Investor 50,000 50,000 .5%
Group, Inc.
---------------------------- --------------- --------------- -------------
Sandra Traviati 50,000 50,000 .5%
---------------------------- --------------- --------------- -------------
Richard Davis CPA 2,500 2,500 .02%
---------------------------- --------------- --------------- -------------
Howard Effron 70,000 70,000 .8%
---------------------------- --------------- --------------- -------------
Richard Shanley 50,000 50,000 .5%
---------------------------- --------------- --------------- -------------
Total 1,492,500
---------------------------- --------------- --------------- -------------
27
<PAGE>
(1) Canterbury Mint SuperFund is a wholly owned subsidiary of Canterbury Mint
Pty. Ltd., of which Roger Davey, treasurer and a director of UltraMed is a
principal.
(2) Penelope Judith Davey is the wife of Roger Davey, treasurer and a director
of UltraMed, and father of Christopher Davey, president and a director of
UltraMed.
(3) Josh Nabozny is a director of UltraMed.
(4) Marc Kassman is a director of UltraMed.
ADDITIONAL INFORMATION
UltraMed has filed with the Commission a Registration Statement on Form
SB-2 under the Securities Act of 1933, as amended with respect to the Common
Stock offered hereby as well as common stocks held by shareholders. This
prospectus omits certain information contained in the registration statement and
the exhibits thereto, as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
securities, reference is hereby made to the Registration Statement and such
exhibits filed as a part thereof, which may be inspected, without charge, at the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 75 Parl Place, 14th Floor, New York, NY 10007.
Copies of all or any portion of the Registration Statement may be obtained from
the Public Reference Section of the Commission , upon payment of the prescribed
fees. The SEC maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC, including the Registration Statement. The address
of the SEC's World Wide Web site is http://www.sec.gov.
Statements contained in this prospectus as to the contents of any
contract or other documents referred to herein are not necessarily complete and.
In each instance, reference is made to the copy of such contract or other
document filed as an exhibit to the registration statement, each such statement
being qualified is all respect by such reference.
We are not currently a reporting company under the Securities and
Exchange act of 1934, and therefore we have not filed any reports with the
Securities and Exchange Commission. Upon completion of this offering we intend
to register under the Securities Act, and will be requires to furnish to our
security holders annual reports containing audited reports containing audited
financial statements reported on by independent auditors, and quarterly reports
containing unaudited financial information for the first three quarters of each
fiscal year by electronic delivery on our Web site at
www.ultramedinternational.com.
28
<PAGE>
RANDALL G. ROGG CPA
--------------------------------------------------------------------------------
260 LANSDOWNE AVENUE, CARLE PLACE, NEW YORK 11514
PHONE # 516-338-6884 FAX # 516-334-3653
REPORT OF INDEPENDENT AUDITOR
To Shareholders and Board of Directors
UltraMed International Inc.
I have audited the accompanying balance sheets of UltraMed International Inc.
(a development stage Company) as of December 31, 1999 and April 30, 2000, and
the related statements of operations, changes in stockholders' equity, and cash
flows for each of the periods from August 25, 1999 (date of inception) to
December 31, 1999 and January 1, 2000 to April 30, 2000. 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
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.
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 UltraMed International Inc.
(a development stage Company) as of December 31, 1999 and April 30, 2000 and the
results of its operations, and its cash flows for each of the periods ended
December 31, 1999 and April 30, 2000, and the period from August 25, l999 (date
of inception) to April 30, 2000 on 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 4 the Company has
been in the development stage since inception. Realization of the Company's
assets is dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Randall G. Rogg
Certified Public Accountant
Carle Place, New York
August 13, 2000
PAGE 1
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(A Development Stage Company)
Balance Sheet
As of December 31, 1999 & April 30, 2000
12/31/99 4/30/00
Assets
Cash & Cash Equivalents
<S> <C> <C>
Cash & Cash Equivalents $ 0 $ 94,096
Prepaid expenses & Other current assets 0 77,413
--------- ---------
Total Current Assets 0 $ 171,509
Equipment, Net 0 2,422
--------- ---------
Total Assets $ 0 $ 173,931
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts Payable & Accrued Expenses $ 692 $ 6,538
--------- ---------
Total current liabilities 692 6,538
Other long term liabilities 0 230,000
--------- ---------
Total liabilities 692 236,538
--------- ---------
Stockholders' equity:
Common stock , no par value
48,000,000 shares authorized,
7,200,000 issued and outstanding
additional paid in capital 610 143,110
Preferred stock 2,000,000 share authorized
Deficit accumulated during the
Development stage (1,302) (205,717)
--------- ---------
Total Stockholder's equity: 0 (62,607)
--------- ---------
Total liabilities and stockholders' equity $ (0) $ 173,931
========= =========
</TABLE>
See the accompanying notes to the financial statements and audit report
PAGE 2
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(Development Stage Company)
Statements of Operations
For the Periods Ended December 31, 1999 and April 30, 2000 and
the Period From Inception August 25, 1999 to April 30, 2000
Period Period Inception
Ended Ended to
December 31, April 30, April 30
1999 2000 2000
---------- --------- ---------
<S> <C> <C> <C>
Revenue $ 10,800 $ 35,500 $ 46,300
Costs and expenses:
Cost of Treatments 0 18,670 18,670
----------- ----------- -----------
Gross Profit 10,800 16,830 27,630
General and Administrative 12,102 221,245 233,347
----------- ----------- -----------
Net (loss) $ (1,302) (204,415) (205,717)
=========== =========== ===========
Per share information:
Weighted average number
of common shares
outstanding 6,100,000 7,200,000 6,650,000
=========== =========== ===========
Basic (loss) per share $ (.001) $ (.03) $ (.03)
</TABLE>
See the accompanying notes to the financial statements and audit report
PAGE 3
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From (Inception) August 25, 1999, through
April 30, 2000
Deficit Accumulated
During the
Common Stock Development Stage Total
-----------------------------------------------------
Shares Amount
------ ------
Shares issued at inception
for organization costs
<S> <C> <C> <C> <C>
aggregating 6,100,000 $ 610 $ -- $ 610
Net (loss) for the period -- -- (1,302) 610
----------- ----------- ----------- -----------
Balance December 31,1999 6,100,000 610 (1,302) 610
Net (loss) for the period (204,415)
Ended April 30, 2000 1,100,000 142,500
----------- ----------- ----------- -----------
Balance April 30, 2000 7,200,0000 $ 143,110 $ (205,717) $ 610
Net (loss) for the period from inception
Aug. 25, 1999 through April
30, 2000 $ (205,717)
----------- ----------- ----------- -----------
Balance April 30, 2000 7,200,000 $ 143,110 $ (205,717) $ 610
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the financial statements and audit report
PAGE 4
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Period Ended December 31, 1999 and April 30, 2000
And the period From Inception August 25, 1999 to April 30, 2000
Period Period Inception
Ended Ended to
Dec. 31, April 30, April 30,
1999 2000 2000
---------- ---------- ----------
Cash Flows From Operating Activities:
<S> <C> <C> <C>
Net (loss) $ (1,302) $(204,415) $(205,717)
Adjustments to reconcile net (loss) 82 82
to net cash provided by (used in)
operating activities:
692 (71,567) (70,875)
--------- --------- ---------
Net cash provided by (used in)
operations (610) (275,900) (276,501)
--------- --------- ---------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities 610 139,996 140,606
--------- --------- ---------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities -- 230,000 230,000
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents -- 94,096 94,096
--------- --------- ---------
Beginning cash and cash equivalents 0 0 0
--------- --------- ---------
Ending cash and cash equivalents $ 0 $ 94,096 $ 94,096
========= ========= =========
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ -- $ 340 $ 340
Interest $ -- $ -- $ --
Supplemental schedule of non-cash
investing and financing activities:
Common shares issued for organization
costs $ 610 $ -- $ 610
</TABLE>
See the accompanying notes to the financial statements and audit report
PAGE 5
<PAGE>
UltraMed International Inc.
(A Development Stage Company)
Notes to Financial Statements
As of April 30, 2000
Note 1. SIGNIFICANT ACCOUNTING POLICIES
A. Organization
UltraMed International, Inc. was incorporated on 8/25/99 in the State of New
Jersey. The Company is engaged in providing drug detoxification treatment and
counseling to opiate based drug addicts using state of the art medical
techniques, that drastically speeds up the detoxification process. UltraMed
International Inc., has several contracts with hospitals to provide facilities
at a per patient rate. A summary of the Company's significant accounting
policies follows:
CASH:
-----
For purposes of reporting cash flows, the Company includes all cash accounts not
subject to withdrawal restrictions or penalties. Cash and cash equivalents
consist of cash and other highly liquid debt instruments with an original
maturity of less than three months.
Revenue recognition:
Revenues from services are recognized at the time the services are performed.
Costs are recognized at the time the expense is incurred.
ACCOUNTS RECEIVABLE:
--------------------
The corporation does not extend credit to any patient all fees are paid in
advance.
DEPRECIATION:
-------------
Property and equipment are depreciated using accelerated methods over the
estimated useful lives of assets, which range from five to seven years.
INCOME TAXES:
-------------
The company currently had elected S corporation status at it's inception.
Therefore it owed no federal and state corporation taxes. As of January 1, 2000
the company requested revocation of it's S corporation status. Termination would
have occurred as of January 20, 2000 when a foreign shareholder acquired stock.
NOTES PAYABLE AND FINANCING AGREEMENT:
--------------------------------------
The company currently has $170,000 of notes payable paying 9% interest. These
notes are convertible into shares of Ultramed International Inc. at $1 per
share. In addition the company secured a financing agreement with Richard
Shanley & Howard Effron for $60,000 at 8% to be paid upon the company receiving
not less than $500,000 in gross proceeds from the sale of equity securities.
NET LOSS PER SHARE:
-------------------
Basic loss per share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding for the period.
NOTE 2. LEASE COMMITMENTS
The Corporation leases an automobile from Prestige Motors Inc. The monthly lease
payments are $949.16 per month and expires on 1/31/2005. The Corporation also
rents office space in Fort Lee, New Jersey on a month to month lease. Minimum
payment obligations under non-cancelable operating leases with remaining lease
terms in excess of one year at April 30, 2000 are as follows:
2000 $ 7,593
2001 11,390
2002 11,390
2003 11,390
2004 11,390
2005 1,898
----------
$ 55,051
See the accompanying audit report
PAGE 6
<PAGE>
UltraMed International Inc.
(A Development Stage Company)
Notes to Financial Statements
As of April 30, 2000
NOTE 3 BANK LOANS
UltraMed International Inc. has been approved by Fleet Bank for a four year
Express Line of Credit of $48,000 at 3.25% above prime. The Company has not
accessed the line of credit and has no immediate plans to do so. .
NOTE 4. GOING CONCERN CONSIDERATION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation of
the Company as a going concern.
As discussed in Note 1 the Company is in the development stage and the
realization of its assets is dependent upon its ability to meet its future
financing requirements, and the success of its future operations.
Management plans include obtaining additional equity financing to provide the
opportunity for the company to continue as a going concern.
NOTE 5 STOCKHOLDERS' EQUITY
At inception the Company issued 2,500 shares, which were recapitalized as
48,000,000 common shares and 2,000,000 preferred shares. 6,100,000 shares of
its shares with no par value common stock was issued to the officer as
reimbursement of organization costs paid by the officer. Fair value used for
this transaction of $610 During the period ending April 30, 2000, an additional
1,100,000 shares were purchased at $0.129545 per share, by various investors.
See the accompanying audit report
PAGE 7
<PAGE>
RANDALL G. ROGG CPA
--------------------------------------------------------------------------------
260 LANSDOWNE AVENUE, CARLE PLACE, NEW YORK 11514
PHONE # 516-338-6884 FAX # 516-334-3653
COMPILATION REPORT OF ACCOUNTANT
To Shareholders and Board of Directors
UltraMed International Inc.
I have compiled the accompanying balance sheet of UltraMed International Inc as
of April 30, 2000 and July 31, 2000 and the related statement of income, change
in stockholders' equity and cash flows from inception and three month period
respectfully then ended, in accordance with standards established by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statement
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and that accordingly I do not
express an opinion or any other form of assurance on them.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 the Company has
been in the development stage since inception. Realization of the Company's
assets is dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Randall G. Rogg
Certified Public Accountant
Carle Place, New York
August 13, 2000
PAGE 1
<PAGE>
UltraMed International Inc.
(A Development Stage Company)
Balance Sheet
As of April 30, 2000 & July 31, 2000
04/30/00 07/31/00
Assets
Cash & Cash Equivalents
Cash & Cash Equivalents $ 94,096 $ 71,337
Prepaid expenses & Other current assets 77,413 78,953
--------- ---------
Total Current Assets 162,561 150,290
Equipment, Net 2,422 2,379
--------- ---------
Total Assets $ 173,931 $ 152,669
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts Payable & Accrued Expenses $ 6,538 $ 11,824
--------- ---------
Total current liabilities 6,538 11,824
Other long term liabilities 230,000 282,500
--------- ---------
Total liabilities 236,538 294,324
--------- ---------
Stockholders' equity:
Common stock , no par value
48,000,000 shares authorized,
7,200,000 issued and outstanding
additional paid in capital 143,110 143,110
Preferred stock 2,000,000 authorized 0 0
Deficit accumulated during the
Development stage (205,717) (284,765)
--------- ---------
Total Stockholders' equity: (62,607) (141,655)
--------- ---------
Total liabilities and stockholders' equity $ 173,931 $ 152,669
========= =========
See the accompanying financial statements
notes & accountant's compilation report
PAGE 2
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(Development Stage Company)
Statements of Operations For the
Periods Ended As of April 30, 2000 & July 31, 2000 and
the Period From Inception August 25, 1999 to July 31, 2000
Period Period Inception
Ended Ended to
April 30, July 31, July 31,
2000 2000 2000
---------- ----------- -----------
<S> <C> <C> <C>
Revenue $ 46,300 $ 27,945 $ 74,245
Costs and expenses:
Less:Cost of Treatments 18,670 5,300 23,970
----------- ----------- -----------
Gross Profit 27,630 22,645 50,275
General and Administrative 233,347 101,693 335,040
----------- ----------- -----------
Net (loss) $ (205,717) $ (79,048) $ (284,765)
=========== =========== ===========
Per share information:
Weighted average number
of common shares
outstanding 6,550,000 7,200,000 6,712,500
=========== =========== ===========
Basic (loss) per share $ (.03) $ (.01) $ (.04)
</TABLE>
See the accompanying financial statements
notes & accountant's compilation report
PAGE 3
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From (Inception) August 25, 1999, through
July 31, 2000
Deficit Accumulated
During the
Common Stock Development Stage Total
---------------- ------------------- -----
Shares Amount
------ ------
Shares issued at inception
for organization costs
<S> <C> <C> <C> <C>
aggregating 6,100,000 $ 610 $ - $ 610
Net (loss) for the period 1,100,000 $142,500 (204,415) 610
--------- -------- --------- ---------
Balance April 30,2000 7,200,000 143,110 (204,415) 610
Net (loss) for the period (79,048)
Ended July 31, 2000
--------- -------- --------- ---------
Balance July 31, 2000 $143,110 $(284,765) $ 610
Net (loss) for the period from inception
Aug. 25, 1999 through
July 31, 2000 $(284,765)
--------- -------- ---------- ---------
Balance July 31, 2000 7,200,000 $143,110 $ (284,765) $ 610
========= ======== ========== =========
</TABLE>
See the accompanying financial statements
notes & accountant's compilation report
PAGE 4
<PAGE>
<TABLE>
<CAPTION>
UltraMed International Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Period Ended April 30, 2000 and July 31, 2000
And the period From Inception August 25, 1999 through July 31, 2000
Period Period Inception
Ended Ended to
April 30, July 31, July 31,
2000 2000 2000
---------- ---------- ----------
Cash Flows From Operating Activities:
<S> <C> <C> <C>
Net (loss) $(205,717) $(79,048) $(284,765)
Adjustments to reconcile net (loss) 82 47 129
to net cash provided by (used in)
operating activities:
(70,875) 3,742 (67,133)
---------- ---------- ----------
Net cash provided by (used in)
operations (276,501) (75,259) (351,769)
---------- ---------- ----------
Cash flows from investing activities:
Net cash provided by (used in)
investing activities 140,606 0 140,606
---------- ---------- ----------
Cash flows from financing activities:
Net cash provided by (used in)
financing activities 230,000 52,500 282,500
---------- ---------- ----------
Net increase (decrease) in cash and
cash equivalents 94,096 (22,759) 71,337
---------- ---------- ----------
Beginning cash and cash equivalents 0 94,096 0
---------- ---------- ----------
Ending cash and cash equivalents $ 94,096 $71,337 $71,337
========== ========== ==========
Supplemental disclosure of cash flow information:
Cash paid for: Income taxes $ 340 $ - $ 340
Interest $ - $ 0 $ 0
Supplemental schedule of non-cash investing and financing activities:
Common shares issued for organization
costs $ 610 $ - $ 610
</TABLE>
See the accompanying financial statements
notes & accountant's compilation report
PAGE 5
<PAGE>
UltraMed International Inc.
(A Development Stage Company)
Notes to Financial Statements
As of July 31, 2000
Note 1. SIGNIFICANT ACCOUNTING POLICIES
A. Organization
UltraMed International, Inc. was incorporated on 8/25/99 in the State of New
Jersey. The Company is engaged in providing drug detoxification treatment and
counseling to opiate based drug addicts using state of the art medical
techniques, that drastically speeds up the detoxification process. UltraMed
International Inc., has several contracts with hospitals to provide facilities
at a per patient rate. A summary of the Company's significant accounting
policies follows:
CASH:
-----
For purposes of reporting cash flows, the Company includes all cash accounts not
subject to withdrawal restrictions or penalties. Cash and cash equivalents
consist of cash and other highly liquid debt instruments with an original
maturity of less than three months.
Revenue recognition:
Revenues from services are recognized at the time the services are performed.
Costs are recognized at the time the expense is incurred.
ACCOUNTS RECEIVABLE:
--------------------
The corporation does not extend credit to any patient all fees are paid in
advance.
DEPRECIATION:
-------------
Property and equipment are depreciated using accelerated methods over the
estimated useful lives of assets, which range from five to seven years.
INCOME TAXES:
-------------
The company currently had elected S corporation status at it's inception.
Therefore it owed no federal and state corporation taxes. As of January 1, 2000
the company requested revocation of it's S corporation status. Termination would
have occurred as of January 20, 2000 when a foreign shareholder acquired stock.
NOTES PAYABLE:
--------------
The company currently has $222,500 of notes payable paying 9% interest. These
notes are convertible into shares of Ultramed International Inc. at $1 per
share. In addition the company secured a financing agreement with Richard
Shanley & Howard Effron for $60,000 at 8% to be paid upon the company receiving
not less than $500,000 in gross proceeds from the sale of equity securities.
NET LOSS PER SHARE:
-------------------
Basic loss per share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding for the period.
NOTE 2. LEASE COMMITMENTS
The Corporation leases an automobile from Prestige Motors Inc. The monthly lease
payments are $949.16 per month and expires on 1/31/2005. The Corporation also
rents office space in Fort Lee, New Jersey on a month to month lease. Minimum
payment obligations under non-cancelable operating leases with remaining lease
terms in excess of one year at July 31, 2000 are as follows:
2000 $ 4,746
2001 11,390
2002 11,390
2003 11,390
2004 11,390
2005 1,898
--------
$ 52,204
See the accompanying financial statements
notes & accountant's compilation report
PAGE 6
<PAGE>
UltraMed International Inc.
(A Development Stage Company)
Notes to Financial Statements
As of July 31, 2000
NOTE 3 BANK LOANS
UltraMed International Inc. has been approved by Fleet Bank for a four year
Express Line of Credit of $48,000 at 3.25% above prime. The Company has not
accessed the line of credit and has no immediate plans to do so. .
NOTE 4. GOING CONCERN CONSIDERATION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation of
the Company as a going concern.
As discussed in Note 1 the Company is in the development stage and the
realization of its assets is dependent upon its ability to meet its future
financing requirements, and the success of its future operations.
Management plans include obtaining additional equity financing to provide the
opportunity for the company to continue as a going concern.
NOTE 5 STOCKHOLDERS' EQUITY
At inception the Company issued 2,500 shares, which were recapitalized as
50,0000,000 shares, of which 48,000,000 were common shares and 2,000,000 were
preferred shares. 6,100,000 shares of its shares with no par value common stock
was issued to the officer as reimbursement of organization costs paid by the
officer. Fair value used for this transaction was $610. During the period ending
April 30, 2000, an additional 1,100,000 shares were purchased at $0.129545 per
share, by various investors
See the accompanying financial statements
notes & accountant's compilation report
PAGE 7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
The New Jersey General Corporation Law, as amended, provides for the
indemnification of the Company's officers, directors, corporate employees and
agents under certain circumstances as follows:
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES;
(2) Any corporation organized for any purpose under any general or special law
of this State shall have the power to indemnify a corporate agent against his
expenses and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if
(a) such corporate agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation; and
(b) with respect to any criminal proceeding, such corporate agent had no
reasonable cause to believe his conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not of itself create a presumption that such
corporate agent did not meet the applicable standards of conduct set forth in
paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).
(3) Any corporation organized for any purpose under any general or special law
of this State shall have the power to indemnify a corporate agent against his
expenses in connection with any proceeding by or in the right of the corporation
to procure a judgment in its favor which involves the corporate agent by reason
of his being or having been such corporate agent, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation. However, in such proceeding no indemnification shall be
provided in respect of any claim, issue or matter as to which such corporate
agent shall have been adjudged to be liable to the corporation, unless and only
to the extent that the Superior Court or the court in which such proceeding was
brought shall determine upon application that despite the adjudication of
liability, but in view of all circumstances of the case, such corporate agent is
fairly and reasonably entitled to indemnity for such expenses as the Superior
Court or such other court shall deem proper.
(4) Any corporation organized for any purpose under any general or special law
of this State shall indemnify a corporate agent against expenses to the extent
that such corporate agent has been successful on the merits or otherwise in any
proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or in defense of
any claim, issue or matter therein.
(5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by a
court, under subsection 14A:3-5(3) may be made by the corporation only as
authorized in a specific case upon a determination that indemnification is
proper in the circumstances because the corporate agent met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-5(3).
Unless otherwise provided in the certificate of incorporation or bylaws, such
determination shall be made
(a) by the board of directors or a committee thereof, acting by a majority vote
of a quorum consisting of directors who were not parties to or otherwise
involved in the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable and such quorum
of the board of directors or committee by a majority vote of the disinterested
directors so directs, by independent legal counsel, in a written opinion, such
counsel to be designated by the board of directors; or
29
<PAGE>
(c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so directs. (6)
Expenses incurred by a corporate agent in connection with a proceeding may be
paid by the corporation in advance of the final disposition of the proceeding as
authorized by the board of directors upon receipt of an undertaking by or on
behalf of the corporate agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified as provided in this
section.
(7) (a) If a corporation upon application of a corporate agent has failed or
refused to provide indemnification as required under subsection 14A:3-5(4) or
permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a corporate
agent may apply to a court for an award of indemnification by the corporation,
and such court
(i) may award indemnification to the extent authorized under subsections
14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent required
under subsection 14A:3-5(4), notwithstanding any contrary determination which
may have been made under subsection 14A:3-5(5); and
(ii) may allow reasonable expenses to the extent authorized by, and subject to
the provisions of, subsection 14A:3-5(6), if the court shall find that the
corporate agent has by his pleadings or during the course of the proceeding
raised genuine issues of fact or law.
(b) Application for such indemnification may be made
(i) in the civil action in which the expenses were or are to be incurred or
other amounts were or are to be paid; or
(ii) to the Superior Court in a separate proceeding. If the application is for
indemnification arising out of a civil action, it shall set forth reasonable
cause for the failure to make application for such relief in the action or
proceeding in which the expenses were or are to be incurred or other amounts
were or are to be paid.
The application shall set forth the disposition of any previous application for
indemnification and shall be made in such manner and form as may be required by
the applicable rules of court or, in the absence thereof, by direction of the
court to which it is made. Such application shall be upon notice to the
corporation. The court may also direct that notice shall be given at the expense
of the corporation to the shareholders and such other persons as it may
designate in such manner as it may require.
(8) The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other
rights, including the right to be indemnified against liabilities and expenses
incurred in proceedings by or in the right of the corporation, to which a
corporate agent may be entitled under a certificate of incorporation, bylaw,
agreement, vote of shareholders, or otherwise; provided that no indemnification
shall be made to or on behalf of a corporate agent if a judgment or other final
adjudication adverse to the corporate agent establishes that his acts or
omissions (a) were in breach of his duty of loyalty to the corporation or its
shareholders, as defined in subsection (3) of N.J.S. 14A:2-7, (b) were not in
good faith or involved a knowing violation of law or (c) resulted in receipt by
the corporate agent of an improper personal benefit.
(9) Any corporation organized for any purpose under any general or special law
of this State shall have the power to purchase and maintain insurance on behalf
of any corporate agent against any expenses incurred in any proceeding and any
liabilities asserted against him by reason of his being or having been a
corporate agent, whether or not the corporation would have the power to
indemnify him against such expenses and liabilities under the provisions of this
section. The corporation may purchase such insurance from, or such insurance may
be reinsured in whole or in part by, an insurer owned by or otherwise affiliated
with the corporation, whether or not such insurer does business with other
insureds.
30
<PAGE>
(10) The powers granted by this section may be exercised by the corporation,
notwithstanding the absence of any provision in its certificate of incorporation
or bylaws authorizing the exercise of such powers.
(11) Except as required by subsection 14A:3-5(4), no indemnification shall be
made or expenses advanced by a corporation under this section, and none shall be
ordered by a court, if such action would be inconsistent with a provision of the
certificate of incorporation, a bylaw, a resolution of the board of directors or
of the shareholders, an agreement or other proper corporate action, in effect at
the time of the accrual of the alleged cause of action asserted in the
proceeding, which prohibits, limits or otherwise conditions the exercise of
indemnification powers by the corporation or the rights of indemnification to
which a corporate agent may be entitled.
(12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate agent's
appearance as a witness in a proceeding at a time when the corporate agent has
not been made a party to the proceeding.
Item 25. Expenses of Issuance and Distribution
The other expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are estimated as
follows:
Escrow Fee....................................$ 1,000.00
Securities and Exchange Commission
Registration Fee.............................$ 396.00
Legal Fees....................................$ 7,500.00
Accounting Fees...............................$ 3,500.00
Printing and Engraving....................... $ 1,500.00
Blue Sky Qualification Fees and Expenses......$ 3,000.00
Miscellaneous.................................$ 2,000.00
Transfer Agent Fee............................$ 2,000.00
TOTAL...................................................$19,396.00
Item 26. Recent Sales of Unregistered Securities
On January 15, 2000, UltraMed issued a total of 1,100,000 shares to ten
people for $.1295454 per share.
Between March and August 21, 2000, UltraMed conducted a private placement of our
securities. We sold $272,500 of notes bearing interest at 9% to 22 people. The
term of the notes is five years. The notes are convertible into common stock of
the company at $1.00 per share. All note holders converted as of August 21,2000.
On August 25, 1999, UltraMed issued 6,100,000 shares to Bennett Oppenheim for
nominal value. On January 2, 2000, UltraMed issued 1,100,000 warrants to Global
Integrated Business Solutions for work, labor and services. These warrants are
exercisable for a period of five years from their date of issuance at $.10 per
share. On May 1, 2000, UltraMed issued 500,000 warrants to three parties. These
warrants are exercisable at $.25 per share for a five year period. All of these
warrants have been exercised as of August 21, 2000.
Each of these offerings was conducted pursuant to the exemption from
registration contained in Section 4(2) of the Securities Act of 1933.
31
<PAGE>
EXHIBITS
Item 27.
3.1 Certificate of Incorporation.
3.1a Amendment to the Certificate of Incorporation
3.2 By-Laws.
4.1 Specimen Certificate of Common Stock.
5.0 Opinion of Counsel.
24.0 Accountant's Consent to Use Opinion.
24.1 Counsel's Consent to Use Opinion.*
24.5 Material Agreements
_______________
* Contained in Exhibit 5.0, Opinion of Counsel.
32
<PAGE>
Item 28.
UNDERTAKINGS
The registrant undertakes:
(1) To file, during any period in which offers or sales are being made,
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
Effective Date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement, including
(but not limited to) any addition or deletion of managing underwriter;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be treated as a new
registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to any provisions contained in its Certificate of
Incorporation, or by-laws, 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 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
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
33
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Fort
Lee, State of New Jersey on September 6, 2000.
ULTRAMED INTERNATIONAL, INC.
BY:
Christopher J. Davey, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Dated September 20, 2000
Christopher J. Davey,
President, Director
Dated September 20, 2000
Ginger Oppenheim,
Secretary, Director
Dated September 20, 2000
Josh Nabozny,
Director
Dated September 20, 2000
Roger Davey,
Treasurer, Director
Dated September 20, 2000
Clifford M. Gevirtz,
Director
Dated September 20, 2000
Marc Kassman,
Director
Dated September 20, 2000
Bennett L. Oppenheim, Dated September 20, 2000
Director
34
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