<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
( X ) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 2000
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to ____________
Commission file number 0-15179
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NEUROTECH DEVELOPMENT CORPORATION
(Formerly Neurotech Corporation)
(Name of small business issuer in its charter)
DELAWARE 06-1100063
----------------------- -------------------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
45 ORCHARD STREET, MANHASSET, NEW YORK, 11030
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (516) 869-9663
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Securities registered under Section 12(b) of the Exchange Act: NONE
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Securities registered under Section
12(g) of the Exchange Act: Common Stock, par value $0.01
-----------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes ( x ) No ( )
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )
Issuer's revenues for its fiscal year ended June 30, 2000 were $-0-.
The aggregate market value of the voting stock held by non-affiliates
approximated $12,939,956, computed by reference to the average of the bid and
asked prices for such stock on October 11, 2000. In calculating this amount,
the Company has assumed that it is able to determine affiliate holdings from the
list of stockholders generated by its transfer agent, American Stock Transfer &
Trust Company.
67,216,648 shares of issuer's common stock were outstanding at October 4,
2000.
Transitional Small Business Disclosure Format (Check One): Yes No X
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<PAGE>
PART I
ITEM 1 DESCRIPTION OF BUSINESS
Organization
Neurotech Development Corporation ("Neurotech" or the "Company") was
incorporated in Delaware on September 13, 1983 as Bellevue Medical Corporation.
The Company changed its name, on October 9, 1984, to Neurotech Corporation, and,
on July 1, 1998, to Neurotech Development Corporation.
Neurotech has three wholly-owned subsidiaries: (1) Doctors4Doctors.com,
Inc., a Delaware corporation formed in January 2000; (2) Neuroscientific
Corporation, a dormant Delaware corporation; and (3) Global Health Enterprises,
Inc. ("Global"), a dormant Delaware corporation that discontinued operations in
October 1998. The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries.
Historical Nature of Operations
Prior to 1996, the Company was engaged in the assembly, marketing and sale
of proprietary non-invasive medical research instruments and custom delay lines,
and the distribution of non-ozone depleting refrigerant products. These
businesses were discontinued in 1996. Effective June 1, 1996, the Company,
through its newly acquired subsidiary, Global, acquired the real property and
operating assets and liabilities of Mary E. Dickerson Memorial Hospital, a 49
bed acute care hospital in Jasper, Texas, doing business as Lakes Regional
Medical Center. Bank of America retained a mortgage on the hospital to secure
indebtedness of approximately $1.7 million. Global defaulted on its obligations
to Bank of America in 1997. On October 17, 1998, the hospital was closed and
all operations were discontinued. Bank of America foreclosed and recovered
title to the hospital. The operations of all previous businesses of the Company
are reported as discontinued operations in the attached financial statements.
Current Operations
The Neurotech Healthcare System
The Company has spent the last five years in the design and development of
a rapid deployment healthcare system for the third world. The system which has
been developed consists of a series of linked institutions, consisting of
modular hospitals and tertiary hospitals. The deployment times for these
hospitals are faster, and the deployment costs are lower than for conventional
construction. The Company plans to deploy prefabricated building systems
purchased in the United States. The Company has also developed hospital
management, patient management, and operational techniques which will allow the
hospitals to operate and treat the maximum number of patients. Additionally,
the Company has a proprietary plan for medical education for doctors and staff
at these facilities, as well as an ongoing program for continuing education.
Neurotech has letters of understanding with Indonesian and Chinese
companies or authorities to implement its health care system and provide modular
hospitals. These letters of understanding are generally contingent upon a
complete feasibility study and financing. In Indonesia, the Company has
executed two such letters of understanding with Techni-Lube Singapore PTE, Ltd.
for three tertiary hospitals in Jakarta and one in Bandung. In China, Neurotech
has letters of understanding with the Hongyan Economic Industry & Trade Co.,
Ltd., the Xian Municipal Government, the Zhen Jiang Province Riyueming Economic
and Trade Co., Ltd., and the People's Government of Jiading, Shanghai, The
People's No. 4 People's Hospital in Tai-Xing City, Ren'ai Tumours Therapeutic
Centre, the Jiangsu Development Authority, the Shanghai Dadran Biological
Technology Development Co., Ltd., and the Zhongshan Hospital affiliated to
Medical Center of Fudan University for various types of facilities and services.
The Company has identified and entered into arrangements with various
suppliers of machinery, equipment, supplies and services in connection with the
implementation of its rapid deployment health care system. Additionally, the
Company has entered into a series of strategic relationships, including an
arrangement with China Chen South American Construction Co. Ltd. ("CCS"),
Beijing, a large construction company based in China, with offices in Asia and
South America. Under this arrangement, CCS will be the Company's contractor in
Indonesia
<PAGE>
and China for assembling the hospitals, and CCS will construct the
infrastructure for the hospitals. CCS has been working in close cooperation
with the Company on several projects. The Company also has an agreement with a
not-for-profit educational institution for the education and training of foreign
doctors.
The Company has been developing a supply strategy for Indonesia and China,
and anticipates having a medical products distribution facility in each country.
Management believes that the Company will be able to meet its present supply
commitments.
The Company had planned to begin construction of the hospitals in Indonesia
and China in March 2000 and June 2000, respectively. However, construction
start dates have been revised to January 2001, because of delays associated with
the implementation of payment facilities acceptable to the Company. The Company
anticipates that it will be paid in advance for each phase of the construction
work, and that it will not have to raise any additional funds to support these
projects.
The Company's rapid deployment healthcare system may be affected by United
States and foreign government regulation, particularly export-import controls.
The Company will be subject to political, economic, environmental and other
risks associated with doing business in developing countries.
The Company sells a proprietary healthcare delivery system, complete with
capital equipment, supplies, education, and post completion support. There are
numerous competitors in each area of business. However, there are no
competitors offering at "one stop" the full array of services that the Company
offers. The Company relies on numerous vendors to provide supplies and services
and as such is not restricted to production capacity restraints as if it had its
own factories. There is an adequate supply of all goods and services provided
by the Company. Since the customer base is primarily governmental entities, all
areas of compliance are stipulated in advance and governmental approvals are
granted prior to construction.
Other Activities
The Company has entered into a series of letter agreements to acquire up to
sixty percent of the outstanding common stock of American International Medical
Resources, Inc. ("AIM") for cash of $4.1 million and notes of $3.9 million. AIM
will, in turn acquire one hundred percent of Residential Health Care, Inc.
("RHC"). To date, the Company has paid $1.32 million in exchange for shares
representing 12.6% of AIM's outstanding common stock. AIM and RHC have an
Internet-based physician referral service, which the Company intends to expand
through its subsidiary, Doctors4Doctors.com, Inc., following the completion of
the intended acquisition. In addition, it is anticipated that the hospitals
which the Company is planning to build will employ a large number of physicians
and that AIM will provide a source of referrals or education for these
physicians.
Doctors4Doctors.com, Inc. is an e-commerce company which has been
established for the exclusive use of licensed physicians. During the past year,
the Company has developed proprietary software and other services directed for
use solely by licensed physicians. The Company plans for Doctors4Doctors.com,
Inc. to supply certain services in connection with the Company's overseas
hospitals. The Company anticipates that Doctors4Doctors.com, Inc. will begin
operations in January 2001.
Employees
The Company employs three executives and one clerical person, but has no
other employees.
ITEM 2. DESCRIPTION OF PROPERTY
The Company presently leases office space at 45 Orchard Street, Manhasset,
New York from a corporation controlled by current and former members of the
Board of Directors. The Company occupies approximately 2,000 square feet and
pays a monthly rent of $3,000.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
In two separate lawsuits recently consolidated as DVI Business Credit Corp.
and DVI Financial Services, Inc. vs. Global Health Enterprises, Inc. trading as
Lakes Regional Medical Center, et al., filed in the District Court of Bexar
County, Texas, 224th Judicial District, in January and March of 1999, DVI
Business Credit Corp., and DVI Financial Services, Inc. (referred to generally
as "DVI") have alleged breaches of guarantee agreements relating to two
promissory notes made by Global and guaranteed by the Company. DVI Business
Credit Corp. has also filed a motion for partial summary judgment on its claim
relating to its loan against the accounts receivable of Global. The Court found
that the promissory note is valid and enforceable. However, the amount owed is
still in dispute. The Company contends that the collateral assumed by DVI was
sufficient to satisfy the Company's obligation. However, should the Company be
completely unsuccessful, the ultimate exposure could range up to approximately
$516,760 plus attorney's fees. At this point, it is uncertain as to the ultimate
resolution of this matter and it is uncertain as to the amount, if any, that
will finally be recovered by the Plaintiffs. The Company believes that it has
adequately provided for its future obligations and that the ultimate resolution
of this matter will not have a material effect on its financial position.
In addition, on May 11, 1999, the Securities and Exchange Commission
("SEC") issued an Order Instituting Cease-and-Desist Proceedings against the
Company, one of its officers, Larry Artz, and a financial consultant. In the
notice, the SEC alleges that the Company's officer and the financial consultant
conducted a fraudulent Internet offering. The Company and its officers intend to
vigorously contest all issues and expect that both will be absolved in the
matter.
National Linen Service has a default judgement against the Company's
subsidiary, Global, in the amount of approximately $18,000.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the Company's fiscal year ending June 30, 2000.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since March 7, 1991, the Company's common stock has been quoted on the
National Association of Securities Dealers Over-the-Counter Bulletin Board.
The following information for each quarter during the Company's fiscal
years ended June 30, 1999 and 2000 reports the high and low bid quotations.
Quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commission, and may not necessarily represent actual transactions.
<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
High Low High Low High Low High Low
--------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fiscal 1999 $ .36 $ .10 $ .30 $.125 $.825 $.12 $1.75 $.53
Fiscal 2000 $1.875 $1.062 $1.062 $.625 $1.25 $.50 $.812 $.21
</TABLE>
(a) On October 11, 2000, the bid price for the Company's Common Shares was
$.25.
(b) As of October 4, 2000, there were 709 holders of record of common stock
of the Company.
(c) The Company has not paid any cash dividends since its inception. For
the foreseeable future, it is anticipated that any earnings which may be
generated from operations of the Company will be retained for use in the
Company's business, and that cash dividends will not be paid to stockholders.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain statements contained herein are not based on historical facts, but
are forward-looking statements that are based upon numerous assumptions about
future conditions that could prove not to be accurate. Actual events,
transactions and results may materially differ from the anticipated events,
transactions or results described in such statements. The Company's ability to
consummate such transactions and achieve such events or results is subject to
certain risks and uncertainties. Such risks and uncertainties include, but are
not limited to, the existence of demand for and acceptance of the Company's
products and services, regulatory approvals and developments, economic
conditions, the impact of competition and pricing results of financing efforts
and other factors affecting the Company's business that are beyond the Company's
control. The Company undertakes no obligation and does not intend to update,
revise or otherwise publicly release the result of any revision to these
forward-looking statements that may be made to reflect future events or
circumstances.
Result of Operations
Years Ended June 30, 2000 and 1999
The Company had revenues from discontinued operations for the years ended
June 30, 2000 and 1999 in the amounts of $-0- and $1,180,421, respectively.
General and administrative expenses related to discontinued operations for
the year ended June 30, 2000 and 1999 were $-0- and $1,742,120, respectively.
General and administrative expenses during 1999 consisted of fees and related
expenses associated with operating the Lakes Regional Medical Center. The
Company realized net losses of $-0- and $498,339 related to discontinued
operations for the fiscal years 2000 and 1999, respectively.
The Company had losses from continuing operations for the years ended June
30, 2000 and 1999, of $14,542,664 and $983,340, respectively. The losses
resulted primarily from expenses incurred in the design and development of a
rapid deployment healthcare system.
The resulting net losses from continuing and discontinued operations for
the years ended June 30, 2000 and 1999 were $14,542,664 and $1,481,679,
respectively.
While the Company has not produced any revenue in the fiscal year ended
June 30, 2000, the Company has moved forward in developing strategic
relationships, developing services, and marketing the Company's proprietary
healthcare system. All of the Company's projects are major capital undertakings,
requiring numerous approvals at many levels of government. The Company currently
believes that it will be able to meet all of its clients' requirements, and it
anticipates that it will develop positive cash flow in late 2000 or early 2001.
Businesses of this nature typically take at least two years for implementation,
therefore, the Company is constantly seeking to add to its backlog. In July
2000, the Company received possession of bank guarantees whose face value is
$100 million in connection with certain letters of understanding with the
Indonesian customer. These guarantees have a maturity date in October 2001. The
Company is currently trying to use these bank guarantees to either receive a
discounted amount of the guaranteed amount or to obtain financing using the
guarantees as collateral. (See Subsequent Events.) The Company anticipates that
if it is successful in monetizing of these guarantees, that it will be easier to
deal with future payments received in the form of foreign bank guarantees.
The Company believes that the markets for its proprietary rapid deployment
healthcare system are extensive. The Company believes that many cities in Asia,
Eastern Europe, South America, Africa, Central America, and in other parts of
the world have a need for the Company's system. Even rural parts of North
America, Europe, and Australia would likely benefit from the Company's system.
Additionally, the Company anticipates that licensed physicians in every country
will find the services offered by Doctors4Doctors.com, Inc. to be beneficial.
<PAGE>
The Company is also structuring a distribution infrastructure which it
intends to implement in each of the countries where it constructs hospitals. In
this regard, the Company has entered into a letter of intent to acquire a
transportation company which specializes in the transportation of
pharmaceuticals and medical products.
Liquidity and Capital Resources
At June 30, 2000, the Company had $2,939 in cash. The Company has incurred
significant losses since inception resulting in a shareholders' deficit of
$3,961,061, and a working capital deficit of $4,116,061 at June 30, 2000.
Since the end of the Company's fiscal year 2000, the Company has received
possession of bank guarantees in the total face amount of $100 million, with
maturity dates in October 2001. The Company currently intends to hold these
bank guarantees until maturity, but is seeking to borrow against them in the
meantime. Alternatively, the Company may be able to transfer its interest in
the bank guarantees in exchange for their discounted present value. (See
Subsequent Events below.) If the Company is successful in borrowing against the
bank guarantees or obtaining their discounted value, the Company believes that
it will have sufficient capital to continue operations. There are, however, no
assurances that the Company will be successful in this regard. While the
Company continues to develop it business ventures, the Company will likely
continue to incur operating losses for some period subsequent to June 30, 2000.
In view of these matters, the continued existence of the Company is
dependent upon its ability to meet its financing requirements and, ultimately,
the success of its planned future operations. Management believes that actions
presently being taken to acquire an operating business and to further develop
its line of business constructing prefabricated hospitals in third world
countries provide the Company the opportunity to continue as a going concern.
Management has term sheets with potential accredited investor groups to provide
financing for future acquisitions and business development, but no assurances
can be made that this financing will be completed or that the Company will have
enough capital to continue operations.
SUBSEQUENT EVENTS
In July 2000, the Company's bank received possession of bank guarantees
with the total guaranteed face amount of $100 million, with maturity dates in
October 2001, originally issued in October 1998 by PT Bank Ekspor Impor
Indonesia (Persero), Exim Branch, and amended in July 1999. These instruments
were confirmed by PT Bank Mandiri (Persero) in July 2000. The Banker's Almanac
report dated as of October 11, 2000, indicates that PT Bank Mandiri is rated "C"
by CI and "Caa2" by Moody's. The Company has received a CUSIP number for these
guarantees from Standard & Poor's CUSIP Bureau. The Company believes that the
bank guarantees are free of all liens and encumbrances.
The Company's current plans are to hold these bank guarantees until
maturity. In the meantime, however, the Company is seeking to use these
instruments as collateral for financing. Alternatively, the Company may seek to
transfer its interest in the bank guarantees to a third party in exchange for
the discounted present value of the guaranteed amount. Based on preliminary
discussions with financial institutions, the Company believes that the
instruments have an estimated present monetary value of between $60 million and
$70 million. Any loan proceeds or discounted value received by the Company in
connection with these bank guarantees will be used to fund the Company's
obligations relating to the construction of certain hospitals pursuant to the
letters of understanding relating to the bank guarantees, and to fund the
Company's working capital needs.
In September 2000, the Company entered into a letter of intent to acquire a
transportation company for the total consideration valued at $7 million,
consisting of $2 million in cash, 2.5 million shares of the Company's common
stock valued at $1 per share, and a promissory note for $2.5 million payable
over five years. The closing of the acquisition is subject to a number of
conditions, including the completion of final due diligence and an audit. If the
value of the Company's shares issued to the sellers at the closing is less than
$2.5 million on the second anniversary of the closing date, the Company will
issue additional shares to the sellers so that the value of all shares issued to
the sellers is $2.5 million. The Company anticipates that, if the transaction is
consummated, the financing of the Company's $2 million cash payment obligations
will be arranged by Wellington Capital. There are no assurances that the Company
will be successful in obtaining such financing, or consummating this
transaction.
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ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of this report
beginning with the Index to Financial Statements on page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9. DIRECTORS AND OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16 (A) OF THE EXCHANGE ACT
Name Position
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Bernard Artz Chairman, Chief Financial Officer
Lawrence Artz Vice-President, Director
Jack Fishman (1) Chief Accounting Officer, Director
(1) Mr. Fishman resigned his position as director and Chief Accounting Officer
as of July 7, 1999, due to health reasons, but was reappointed on June 1,
2000.
Bernard Artz, age 76, has been the chairman and a director of the Company
since 1994. From 1993 to 1996, he was a vice president and director of Travel
Safety Corp. From 1994 to the present, he has been a director and co- chairman
of Lundell Technologies, Inc., a public company.
Lawrence Artz, age 49, has been an officer and director of the Company
since 1994. From 1994 to the present, Mr. Artz has been a director and vice
president of Lundell Technologies, Inc., a public company. From 1993 to the
present, Mr. Artz has been managing director of Safety & Technology Group, Ltd.
of Hong Kong, a manufacturer of non-ozone depleting refrigerants and children's'
safety products. From 1993 to the present, Mr. Artz has been a director of
Global Investment Fund, Ltd. From 1991 to 1993, Mr. Artz has been a managing
director of Starcomm, Ltd., a manufacturer of children's' safety products. From
1987 to 1991, Mr. Artz was a managing director of Asia Industries Group Ltd.
From 1981 to 1985 he was director of marketing for Conair Corporation. Lawrence
Artz is the son of Bernard Artz.
Jack Fishman, age 71, was a director and an officer of the Company from
1994 to 1999, and from June 2000 to the present. He is a Certified Public
Accountant and has maintained an independent accounting practice for more than
20 years He resigned his position as director of Neurotech on July 7, 1999, due
to health reasons, but was reappointed as a director on June 1, 2000.
Compliance with Section 16(a) of the Exchange Act
Management believes that all relevant parties have failed to file any
reports under Section 16(a) of the Exchange Act since at least 1997. It is
difficult for the Company to reconstruct what filings should have been made in
prior periods.
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Chief Executive Officer and each of its other executive
officers that received compensation in excess of $100,000 during such periods.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual compensation Long term compensation
Awards Payouts
Restricted Securities
Name and principal position Year Salary Bonus Total stock award underlying Other
($) ($) ($) ($) options / SARs (#) Compensation
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard Artz , Chairman
1998 $-0- -0- -0- $150,000(1) 950,000 -0-
1999 $-0- -0- -0- $150,000(2) 750,000(4) -0-
2000 $-0- -0- -0- $525,000(3) 950,000(5) -0-
Lawrence Artz , Vice President
1998 $-0- -0- -0- $150,000(1) -0- -0-
1999 $-0- -0- -0- $150,000(2) 750,000(4) -0-
2000 $-0- -0- -0- $413,034(3) 950,000(5) -0-
Jack Fishman, Chief Acctg Ofcr
1998 $-0- $-0- $-0- $ -0- -0- $-0-
1999 $-0- $-0- $-0- $ -0- $ -0- $-0-
2000 $-0- $-0- $-0- $ 10,500(6) $ -0- $-0-
</TABLE>
___________
(1) The Company awarded restricted stock in the amount of 750,000 shares of
Common Stock as compensation for 1998 to each named executive officer. The
value of this award is calculated on the basis of the January 5, 1999 issue
date closing price of $0.20.
(2) The Company awarded restricted stock in the amount of 267,857 shares of
Common Stock as compensation for 1999 to each named executive officer. The
value of this award is calculated on the basis of the January 4, 2000 issue
date closing price of $0.56.
(3) The Company awarded restricted stock in the amount of 2,500,000 shares and
1,966,830 shares of Common Stock to Bernard Artz and Larry Artz,
respectively, as compensation for unpaid salaries and to reimburse expenses
incurred on behalf of the Company. The value of this award is calculated on
the basis of the June 30, 2000 issue date closing price of $.21.
(4) On January 5, 1999, each named executive officer was granted an option to
purchase 750,000 shares of Common Stock at an exercise price of $0.20 for
five (5) years. The closing price for Neurotech Common Stock on the date of
grant was $0.20.
(5) On July 3, 2000 each named executive officer was granted an option to
purchase 950,000 shares of Common Stock for five years at an exercise price
of $.10. The closing price for Neurotech Common Stock on the date of grant
was $.22.
(6) The Company awarded restricted stock in the amount of 50,000 shares of
Common Stock to designees of Mr. Fishman in lieu of monetary compensation
for services rendered. The value of this award is calculated on the basis of
the June 30, 2000 issue date closing price of $.21.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 4, 2000, the name and the
number of shares of the Company's Common Stock, $.01 par value, held of record
or beneficially by each director, each named executive officer and all officers
and directors as a group. Other than officers and directors, the Company knows
of no other stockholder who holds of record or beneficially more than five
percent of the issued and outstanding Common Stock. Approximately 48.4 percent
of the Company's outstanding Common Stock is held in street name by Cede &
Company.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name No. of Shares of Common (2)
and Address(1) Stock Beneficially Owned Percent of Class
-------------- ------------------------ ----------------
Officers, Directors and Nominees:
Bernard Artz 10,439,607(3) 14.99
Lawrence M. Artz 9,194,582(3) 13.20
Directors and Officers as 19,634,189 27.23
as a Group (2 persons)
</TABLE>
____________________
(1) The address for each of the named officers is 45 Orchard St., Manhassett,
New York 11030.
(2) Based upon 67,216,648 shares outstanding as of October 4, 2000, plus for
each calculation the number of shares of Common Stock that such person or
group can acquire within 60 days by exercise of options, warrants or
similar rights.
(3) Includes options for 2,450,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company leases its present office space from Lundell Technologies, Inc.
Bernard Artz, Lawrence Artz and Steve Massey, collectively, hold approximately
thirty-two percent of the outstanding stock of Lundell Technologies, Inc.
Management believes that this lease is commercially reasonable. From time to
time, members of the Board or stockholders have advanced money to the Company to
cover expenses. Neurotech has agreed to repay these advances in stock in the
amount of the loan plus twenty percent.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Number Title Page
3.1 Certificate of Incorporation, as Amended (3)
3.2 By-Laws (3)
4.0 Specimen Certificate of Common Stock (1)
4.1 Company's Stock Option Plan (1)
4.2 Wellington Capital Corporation Registration Rights Agreement (4)
4.3 Wellington Capital Corporation Stock Option Agreement (4)
10.3 Consent and Assumption Agreement (2)
10.4 Secured Renewal and Extension Promissory Note (2)
10.5 Modification Renewal and Extension Agreement (2)
10.6 Covenant Not to Sue (2)
10.7 Credit Agreement (2)
10.8 $1,500,000.00 Promissory Note (2)
10.9 $185,000 Promissory Note (2)
10.10 Deed of Trust, Security Agreement and
Financing Statement (2)
10.11 Assignment of Rents and Leases (2)
10.12 Commercial Security Agreement (2)
<PAGE>
10.13 Assignment of Deposit Accounts and Security Agreement (2)
10.14 Guaranty Agreement (2)
10.15 Indemnity Agreement (2)
10.16 Corporate Certificate (2)
10.17 Asset Purchase Agreement (2)
10.18 Special Warranty Deed with Assumption (2)
10.19 Bill of Sale and Assignment - Jasper Associates (2)
10.20 Assignment of and Assumption of Lease (2)
10.21 Bill of Sale and Assignment -
Mary E. Dickerson Hospital Group, Ltd. (2)
10.22 Loan and Security Agreement (2)
10.23 Lease Agreement between Lundell Technologies, Inc. as
landlord and the Company, dated February 1, 1999 (3)
10.24 Turnkey Hospital Purchase Contract between the Company
and Techni-Lube Singapore PTE, Ltd., dated
March 2, 1999 (3)
10.25 Turnkey Hospital Purchase Contract between the Company
and Techni-Lube Singapore PTE, Ltd., dated
March 2, 1999 (3)
10.26 Turnkey Hospital Purchase Agreement between the Company
and The Chaoshan Hospital, Hongyuan Economic
Industry Trade Co. Ltd. (3)
10.27 Turnkey Hospital Purchase Agreement between the Company
and the Xian Municipal Government dated
November 19, 1999 (3)
10.28 Turnkey Hospital Purchase Agreement between the Company
and the Zhen Jiang Province Riyueming Economic
and Trade Co. Ltd., dated October 24, 1999 (3)
10.29 Turnkey Hospital Purchase Agreement between the Company
and The People's Government of Jiading Shanghai,
dated November 4, 1999 (3)
10.30 Turnkey Hospital Purchase Contract between the Company
and The People's Government of Jiading Shanghai,
dated November 4, 1999 (3)
10.31 Letter Agreements dated May 20, 1999 and July 30, 1999
relating to the Stock Purchase between the
Company and American International Medical
Resources, Inc. (3)
10.32 Wellington Capital Corporation Consulting Agreement (4)
10.33 Wellington Capital Corporation Stock Option Agreement
(See Exhibit 4.3)
10.34 Turnkey Hospital Purchase Agreement dated April 14, 2000
among the Company and the No. 4 People's Hospital
in Tai-Xing City, Ren'ai Tumours Therapeutic Centre
and Jiangsu Development Authority (5)
10.35 Turnkey Hospital Purchase Agreement dated April 16, 2000
between the Company and Shanghai Dadran Biological
Technology Development Co. Ltd. (5)
10.36 Turnkey Hospital Agreement dated June 30, 2000,
but amended July 6, 2000, between the Company
and Zhongshan Hospital Affiliated to Medical
Center of Fudan University ___
10.37 Bank Guarantee No. **6/****-**/*/** issued on
October 21, 1998 by PT Bank Ekspor Impor Indonesia
(Persero), Jakarta Plaza, Exim Branch, for $25 million. ___
<PAGE>
10.38 Bank Guarantee No. **7/****-**/*/** issued on
October 21, 1998 by PT Bank Ekspor Impor Indonesia
(Persero), Jakarta Plaza, Exim Branch, for $25 million. ___
10.39 Bank Guarantee No. **8/****-**/*/** issued on
October 21, 1998 by PT Bank Ekspor Impor Indonesia
(Persero), Jakarta Plaza, Exim Branch, for $25 million. ___
10.40 Bank Guarantee No. **9/****-**/*/** issued on
October 21, 1998 by PT Bank Ekspor Impor Indonesia
(Persero), Jakarta Plaza, Exim Branch, for $25 million. ___
10.41 Letter of Authentication dated October 21, 1998 by
PT Bank Ekspor Impor Indonesia (Persero) for
Bank Guarantee No. **6/****-**/*/** and
Bank Guarantee No. **7/****-**/*/**. ___
10.42 Letter of Authentication dated October 21, 1998 by
PT Bank Ekspor Impor Indonesia (Persero) for
Bank Guarantee No. **8/****-**/*/** and
Bank Guarantee No. **9/****-**/*/**. ___
10.43 Confirmation Letter dated October 21, 1998 by
PT Bank Ekspor Impor Indonesia (Persero) for
Bank Guarantee No. **6/****-**/*/** and
Bank Guarantee No. **7/****-**/*/**. ___
10.44 Confirmation Letter dated October 21, 1998 by
PT Bank Ekspor Impor Indonesia (Persero) for
Bank Guarantee No. **8/****-**/*/** and
Bank Guarantee No. **9/****-**/*/**. ___
10.45 Amendment of Bank Guarantees Nos. **6/****-**/*/**
through **9/****-**/*/** dated July 15, 1999
by PT Bank Ekspor Impor Indonesia (Persero). ___
10.46 Letter from Bank Mandiri dated July 24, 2000
regarding Bank Guarantees Nos. **6/****-**/*/**
through **9/****-**/*/**. ___
21 Subsidiaries of the Registrant ___
27 Financial Data Schedule ___
______________
(1) Previously filed with the Company's Registration Statement on Form S-18,
filed with the Commission on December 18, 1985.
(2) Previously filed with Form 8-K of May 31, 1997.
(3) Previously filed on January 31, 2000, with the Company's Form 10-KSB for
the fiscal year ended June 30, 1999.
(4) Previously filed on February 10, 2000, with the Company's Form 10-QSB for
the quarterly period ended December 31, 1999.
(5) Previously filed on May 19, 2000, with the Company's Form 10-QSB for the
quarterly period ended March 31, 2000.
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 13th day of October, 2000.
NEUROTECH DEVELOPMENT CORPORATION
By: /s/ Bernard Artz
--------------------------------------------------
Bernard Artz, Chairman, Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
/s/ Bernard Artz
---------------------------------------- October 13, 2000
Bernard Artz, Chairman, Chief Financial Officer ---------------
Date
/s/ Lawrence M. Artz
---------------------------------------- October 13, 2000
Lawrence M. Artz, Director, President ---------------
Date
/s/ Jack Fishman
---------------------------------------- October 13, 2000
Jack Fishman, Director ---------------
Date
<PAGE>
CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT............................................... F-2
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets.............................................. F-3
Consolidated Statements of Operations.................................... F-4
Consolidated Statements of Changes
in Stockholders' Equity (Deficit)..................................... F-5
Consolidated Statements of Cash Flows.................................... F-6
Notes to Consolidated Financial Statements............................... F-8
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Neurotech Development Corporation
(formerly Neurotech Corporation)
Manhasset, New York
We have audited the accompanying consolidated balance sheets of Neurotech
Development Corporation and Subsidiaries (the Company) as of June 30, 2000 and
1999, and the related consolidated statements of operations, changes in
stockholders' equity (deficit) and cash flows for each of the years in the two
year period ended June 30, 2000. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the financial position of Neurotech
Development Corporation and Subsidiaries at June 30, 2000 and 1999, and the
results of their operations and their cash flows for each of the years in the
two year period ended June 30, 2000, in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has experienced recurring operating losses since inception and
liabilities exceeded assets by $3,961,061 at June 30, 2000. These issues raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
October 13, 2000
F-2
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------ ------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,939 $ 335
Account receivable - related parties,
less allowance for doubtful
accounts - 2000 $59,083; 1999 $-0- 10,000 20,299
------------ -----------
Total current assets 12,939 20,634
INVESTMENTS, less allowance for impairment
of $1,165,000 155,000 -
------------ -----------
TOTAL ASSETS $ 167,939 $ 20,634
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Convertible debenture $ - $ 100,000
Accounts payable and accrued expenses 2,765,075 710,200
Accounts payable - related parties 4,730 140,981
Net liabilities of discontinued operations 1,359,195 1,359,195
------------ -----------
Total current liabilities 4,129,000 2,310,376
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; par value $0.01 per share;
authorized 100,000,000 shares; issued
57,919,733 and 33,917,244 shares, respectively 579,197 339,173
Additional paid-in capital 24,177,877 5,467,123
Retained earnings (deficit) (22,488,702) (7,946,038)
------------ -----------
2,268,372 (2,139,742)
Less 1,354,829 and 100,000 shares of
treasury stock, at cost (955,533) (150,000)
Deferred compensation (5,273,900) -
------------ -----------
Total stockholders' equity (deficit) (3,961,061) (2,289,742)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 167,939 $ 20,634
============ ===========
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-3
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------ -----------
<S> <C> <C>
REVENUE $ - $ -
COSTS AND EXPENSES
Salaries and benefits 4,325,144 482,805
Consulting services 5,926,100 71,771
Professional fees 2,253,191 121,414
Impairment provision 1,165,000
Travel 355,036 -
Administrative 501,450 294,045
Interest 16,743 13,305
------------ -----------
Loss from continuing operations
before income tax benefit (14,542,664) (983,340)
INCOME TAX BENEFIT - -
------------ -----------
Loss from continuing operations (14,542,664) (983,340)
DISCONTINUED OPERATIONS
Loss from operations - (561,699)
Gain on disposal - 63,360
------------ -----------
Loss from discontinued operations - (498,339)
------------ -----------
Net loss $(14,542,664) $(1,481,679)
============ ===========
BASIC LOSS PER SHARE
Continuing operations $ (0.37) $ (0.03)
Discontinued operations - (0.02)
------------ -----------
Net loss per share $ (0.37) $ (0.05)
============ ===========
Weighted average number of
common shares outstanding 39,693,222 30,257,919
============ ===========
</TABLE>
The Notes to Consolidated Financial Statements
are an integral part of these statements.
F-4
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED JUNE 30, 2000 AND 1999
[CAPTION]
<TABLE>
Additional
Common Paid-in Retained Treasury Deferred
Stock Capital (Deficit) Stock Compensation Total
-------- --------- --------- ------- ------------ ------
<S> <C> <C> <C> <C> <C> <C>
Balance,
June 30, 1998 $256,778 $4,215,136 $ (6,464,359) $ (150,000) $ - $(2,142,445)
Common stock
issued for cash 22,458 245,224 - - - 267,682
Common stock
issued for services 59,937 1,006,763 1,066,700
Net loss - - (1,481,679) - - (1,481,679)
--------- ---------- ------------- ---------- ------------ ------------
Balance,
June 30, 1999 339,173 5,467,123 (7,946,038) (150,000) - (2,289,742)
Commmon stock
issued for cash 5,439 369,151 - - - 374,590
Common stock
issued for services
and treasury stock 234,585 11,342,552 - (3,909,625) - 7,667,512
Treasury stock issued
for future services - 625,000 - 1,000,000 (1,625,000) -
Stock option granted
for future services 8,000,000 (8,000,000) -
Treasury stock issued
for services (155,949) 604,092 448,143
Stock options
exercised for cash (1,470,000) 1,500,000 30,000
Deferred compensation
realized 4,351,100 4,351,100
Net loss (14,542,664) (14,542,664)
--------- ----------- ------------- ---------- ------------ -----------
Balance,
June 30, 2000 $579,197 $24,177,877 $(22,488,702) $ (955,533) $(5,273,900) $(3,961,061)
========= =========== ============= ========== ============ ===========
</TABLE>
F-5
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2000 AND 1999
[CAPTION]
<TABLE>
2000 1999
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($14,542,664) ($1,481,679)
Adjustments to reconcile net loss to
net cash used in operating activities
Gain on disposal - (63,360)
Depreciation and amortization - 64,386
Bad debts 59,083 -
Provision for impairment 1,165,000 -
Stock issued for services 8,115,655 1,066,700
Stock options granted for services 4,351,100 -
Changes in assets and liabilities
Accounts receivable - related party 10,299 (20,299)
Accounts payable and accrued expenses 825,792 (434,135)
Accounts payable - related party (136,251) (171)
Net liabilities of discontinued operations - 462,386
---------- -----------
Net cash used in operating activities (151,986) (406,172)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in common stock (1,320,000) -
---------- -----------
Net cash used in investing activities (1,320,000) -
The Notes to Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
F-6
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
JUNE 30, 2000 AND 1999
(continued)
[CAPTION]
<TABLE>
2000 1999
------ ------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing 1,070,000 -
Proceeds from convertible debenture - 100,000
Sale of common stock 404,590 267,682
---------- ----------
Net cash provided by financing activities 1,474,590 367,682
---------- ----------
Net decrease in cash 2,604 (38,490)
CASH, BEGINNING 335 38,825
---------- ----------
CASH, ENDING $ 2,939 $ 335
========== ==========
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Cash paid for
Interest $ 16,743 $ 66,728
========== ==========
Taxes $ - $ -
========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Stock options issued for services $4,351,100 $ -
========== ==========
Common stock issued for services $8,115,655 $1,066,700
========== ==========
Debenture converted to common stock $ 100,000 $ -
========== ==========
The Notes to Consolidated Financial Statements
are an integral part of these statements.
</TABLE>
F-7
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS
ORGANIZATION
Neurotech Development Corporation (the Company) was incorporated in
Delaware on September 13, 1983 as Bellevue Medical Corporation. On
October 9, 1984, the Company changed its name to Neurotech Corporation and
on July 1, 1998, to Neurotech Development Corporation.
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries Neuroscientific Corporation
(dormant) and Global Health Enterprises, Inc. (Global). Global's wholly-
owned subsidiary, Health Systems Home Care, was sold effective July 1,
1998. The remaining operations of Global were discontinued on October 17,
1998 (see Note 4). The Company has formed a new subsidiary,
Doctors4Doctors.com, Inc., which has had no operations to date. All
significant intercompany balances and transactions have been eliminated
upon consolidation.
NATURE OF OPERATIONS
Prior to 1996, the Company was engaged in the assembly, marketing and sale
of proprietary non-invasive medical research instruments and custom delay
lines, and the distribution of non-ozone depleting refrigerant products.
These businesses were discontinued in 1996. Effective June 1, 1996, the
Company, through its newly formed subsidiary, Global, acquired the real
property and operating assets and liabilities of Mary E. Dickerson Memorial
Hospital, a 49 bed acute care hospital in Jasper, Texas. The hospital was
doing business as Lakes Regional Medical Center. On October 17, 1998, the
hospital was closed and all operations were discontinued (see Note 4). The
operations of all previous businesses are reported as discontinued
operations for all years presented in these financial statements. Since
October 17, 1998, the Company has had no revenues. The Company is actively
exploring acquisition opportunities and is developing a new line of
business constructing prefabricated hospitals in third-world countries.
NOTE 2. GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company has
F-8
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2. GOING CONCERN - Continued
incurred significant losses since inception resulting in a shareholders'
deficit of $3,961,061 and a working capital deficit of $4,116,061 at June 30,
2000. Effective October 17, 1998, creditors have taken substantially all of
Global's assets. The Company has continued to incur operating losses for
periods subsequent to June 30, 2000. In addition, the Company has not filed
payroll tax returns or federal income tax returns for several years. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
In view of these matters, the continued existence of the Company is dependent
upon its ability to meet its financing requirements and, ultimately, the
success of its planned future operations. Management believes that actions
presently being taken to acquire an operating business and to develop a new
line of business constructing prefabricated hospitals in third world countries
provide the Company the opportunity to continue as a going concern. However,
there can be no assurance that the planned acquisition or new line of business
will be successful.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include investments in highly liquid debt
instruments with a maturity of three months or less.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Net liabilities of discontinued operations include management's
best estimate of the ultimate liability that may result from the closing of
the Company's hospital operations and settlement of its obligations. The
amounts the Company ultimately may be required to pay could differ
materially in the near term from the amounts assumed in arriving at the net
liability of discontinued operations at June 30, 2000.
F-9
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
INCOME TAXES
The Company records deferred tax assets and liabilities based on
differences between the financial reporting and tax basis of assets and
liabilities, using tax rates in effect when those differences are expected
to reverse. A valuation allowance is established for net deferred tax
assets when management determines that it is more likely than not that the
deferred tax asset will not be realized.
ADVERTISING
The Company expenses advertising costs as incurred. For the years ended
June 30, 2000 and 1999, the Company expensed $18,865 and $-0-,
respectively.
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are computed by dividing income (loss)
available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted earnings (loss) per share
are computed after giving effect to all dilutive potential common shares
that were outstanding during the period. However, the computation of
diluted earnings (loss) per share shall not assume conversion of potential
common shares if conversion would have an antidilutive effect on earnings
(loss) per share. Therefore, diluted loss per share has not been presented
because the effect would have been antidilutive in all periods presented.
NOTE 4. DISCONTINUED OPERATIONS
Effective July 1, 1998, the Company discontinued and sold its home health care
business and incurred a loss on disposal of approximately $115,550. Effective
October 17, 1998, the Company discontinued and closed its hospital operations.
In connection with the closing of the hospital, the Company's secured
creditors assumed substantially all assets of Global, the Company's wholly-
owned subsidiary.
F-10
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4. DISCONTINUED OPERATIONS - Continued
Net liabilities of discontinued operations consist of the following at
June 30, 2000 and 1999:
Notes payable $ (385,747)
Accounts payable and accrued expenses (973,448)
-----------
Net liabilities of discontinued operations $(1,359,195)
===========
The Company's subsidiary, Global, had been in default under the terms of one
or more of its notes payable agreements with secured creditors since 1996.
When the hospital closed in October 1998, DVI Business Credit Corp. foreclosed
on obligations due them of approximately $516,760, including principal and
interest, and assumed control of collateral consisting of cash, accounts
receivable and major movable equipment with a recorded value of approximately
$365,025. The remaining obligation to DVI, if any, is in dispute. The
Company has included $151,735 in net liabilities of discontinued operations
related to this contingency. In January 1999, DT Investments, the holder of
two notes originally payable to the Bank of America National Trust and Savings
Association totaling approximately $2,098,760, including principal, interest,
and unpaid property taxes as of October 30, 1998, assumed control of
collateral consisting of land, land improvements, buildings, and building
improvements and other assets with a recorded value of approximately
$1,919,850. The settlement with DT Investments resulted in a gain to the
Company of approximately $178,910. The remaining net liabilities of
discontinued operations consist of amounts due to unsecured creditors of
Global. While the amounts for which the Company could ultimately be obligated
could differ from the amounts assumed in establishing the net liability,
management believes that the recorded amount will be sufficient to cover all
future obligations.
The results of operations of the discontinued business for each period
presented have been classified as loss from discontinued operations as
follows:
2000 1999
------ ------
Revenues $ - $ 1,180,421
Costs and expenses - (1,742,120)
----- -----------
Loss before income tax benefit - (561,699)
Income tax benefit - -
----- -----------
Loss from discontinued operations $ - $ (561,699)
===== ===========
F-11
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. INVESTMENT
The Company entered into a series of letter agreements to acquire up to 60% of
the common stock of American International Medical Resources, Inc. (AIM) for
cash of $4,100,000 and notes of $3,900,000 which was then to acquire 100% of
Residential Health Care, Inc. (RHC). The Company then intended to purchase
the remaining 40% of AIM for 8,500,000 shares of the Company's common stock.
To date, the Company has invested $1,320,000 for 12.6% ownership interest in
AIM and AIM has made a deposit of $1,250,000 toward the acquisition of RHC.
However, the Company has been unable to raise sufficient cash or obtain
financing necessary to complete the planned transaction and is in default
under the letter agreements. The completion of the planned transaction is
dependent on the Company's ability to raise the additional cash. There can be
no assurance that the acquisition will be completed as planned. Accordingly,
an impairment provision of $1,165,000 has been recorded to reduce the
investment amount to the estimated fair value of the Company's 12.6% ownership
in AIM. Should the planned transaction ultimately be consummated, management
believes that the full amount of the investment in AIM before the impairment
provision will be applied to the acquisition as originally anticipated.
NOTE 6. CONVERTIBLE DEBENTURE
At June 30, 1999, the Company had outstanding a $100,000 convertible debenture
which bears interest at 10%. The debenture is convertible into 1,000,000
shares of common stock of the Company. In July 1999, the holder of the
debenture requested conversion. In May 2000, the Company converted the
debenture to common stock.
NOTE 7. CONTINGENCIES
DVI Business Credit Corp., and DVI Financial Services, Inc. have filed claims
against the Company for alleged breaches of guarantee agreements relating to
two promissory notes made by Global and guaranteed by the Company. DVI
Business Credit Corp. has also filed a motion for partial summary judgment on
its claim relating to its loan against the accounts receivable of Global. The
Court found that the promissory note is valid and enforceable. However, the
amount owed is still in dispute. DVI has not provided to the Company an
acceptable accounting for the collateral. The Company contends that the
collateral assumed by DVI was sufficient to satisfy the Company's obligation.
However, should the Company be completely unsuccessful, the ultimate exposure
could range up to approximately $516,760 plus
F-12
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7. CONTINGENCIES - Continued
attorney's fees. At this point, it is uncertain as to the ultimate resolution
of this matter and it is uncertain as to the amount, if any, that will finally
be recovered by the Plaintiffs. The Company believes that it has adequately
provided for its future obligations and that the ultimate resolution of this
matter will not have a material effect on its financial position.
In addition, the Securities and Exchange Commission (SEC) has issued an Order
Instituting Cease-and-Desist Proceedings against the Company, one of its
officers, and a financial consultant. In the notice, the SEC alleges that the
Company's officer and the financial consultant conducted a fraudulent internet
offering. The Company and its officers intend to vigorously contest all
issues and expect that both will be completely absolved in the matter.
NOTE 8. INCOME TAXES
The provision for income taxes for the years ended June 30, 2000 and 1999 was
computed as follows:
2000 1999
------------ ------------
Tax benefit at federal statutory rates $ 4,944,500 $ (334,336)
Losses not providing tax benefits (4,944,500) 334,336
------------ ----------
Tax provision $ - $ -
============ ==========
The components of the Company's deferred tax assets and liabilities at
June 30, 2000 and 1999 were:
2000 1999
------------ ------------
Net operating loss carryforward $ 6,866,360 $ 2,389,400
Impairment allowance 396,100 0
Officers' compensation 115,940 81,600
Allowance for doubtful accounts 20,100 -
Reserves for losses 68,000 51,000
Research and development credits 61,600 61,600
------------ -----------
Net deferred tax asset 7,528,100 2,583,600
Valuation allowance (7,528,100) (2,583,600)
------------ -----------
Net deferred taxes $ - $ -
============ ============
Change in valuation allowance $ 4,944,500 $ 503,800
============ ============
F-13
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8. INCOME TAXES - Continued
The Company has a net operating loss carryforward of approximately $20,195,200
which expires in the years 2001 through 2015. In addition, the Company has
research and development credit carryforwards of approximately $61,600 which
ultimately expire in 2006.
NOTE 9. RELATED PARTY TRANSACTIONS
The Company's related party transactions consist primarily of advances from
and repayments to entities owned by common shareholders. The amounts due from
or to these related entities are separately stated on the accompanying
consolidated balance sheets as accounts receivable-related parties or accounts
payable-related parties. Included in administrative expenses for the years
ended June 30, 2000 and 1999 are $30,000 and $18,000 of office rent to a
company under common ownership.
NOTE 10. STOCK OPTIONS
In January 2000, the Company granted 10,000,000 stock options to a consulting
company to provide investment banking and advisory services for one year. The
options are exercisable at $0.01 per share over the following terms:
a. three million within 90 days from the execution of the consulting
agreement; and
b. seven million upon the earlier to occur of (i) the listing of the Company
on the Nasdaq Small Cap Market or (ii) one year from the date of the
consulting agreement.
The fair value of the options granted of $8,000,000 was recorded as deferred
compensation and is being amortized over the one year period of the consulting
agreement. For the year ended June 30, 2000, approximately $3,622,000 was
charged to expense related to this consulting agreement. The fair value of
consulting costs deferred and charged to operations were calculated using the
Black-Scholes option pricing model with the following assumptions: dividend
yield of 0%; expected life of one year; volatility of 214.63%; and a risk-free
interest rate of 6.5%. In April 2000, 3,000,000 options granted under this
agreement were exercised.
F-14
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. STOCK OPTIONS - Continued
On January 6, 1999, the Company granted 2,250,000 stock options to officers
and directors. The Company applies APB Opinion 25 and related interpretations
to account for its stock options issued to employees. Accordingly, no
compensation cost has been recognized for the granting of options to
employees. The stock options may be exercised for five years from the grant
date at $.20 per share. No options have been exercised. A summary of the
status of the Company's stock options is as follows:
[CAPTION]
<TABLE>
<S> <C> <C> <C> <C>
2000 1999
------------------- ------------------
Weighted Weighted
Average Average
Shares Exercise Shares Exercise
(000) Price (000) Price
------- ------- ------ --------
Outstanding, beginning 4,700 $ .20 2,450 $ -
Granted 10,000 .01 2,250 .20
Exercised 3,000 .01 - -
Forfeited - - - -
------- ----- ----- -----
Outstanding, ending 11,700 .09 4,700 .20
======= ======
Options exercisable at year end 11,700 .09 4,700 .20
======= ======
Weighted average fair value of
options granted during the year $.80 $.13
======= ======
</TABLE>
At June 30, 2000, $4,700,000 options outstanding have a weighted average
exercise price of $0.20 per share and a weighted average remaining contractual
life of 2.9 years and 7,000,000 options outstanding have a weighted average
exercise price of $0.01 per share and a weighted average remaining contractual
life of .58 years.
Since no stock options were granted to employees during the year ended June
30, 2000, there is no difference in compensation costs recorded and therefore
pro forma amounts are not applicable. For the year ended June 30, 1999, had
compensation costs for the Company's stock options been determined based on
the fair value at the grant date, the Company's net loss and net loss per
share would have been as follows:
Pro forma net loss
Continuing operations $(1,275,840)
Discontinued operations (498,339)
-----------
Pro forma net loss $(1,774,179)
===========
F-15
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10. STOCK OPTIONS - Continued
Pro forma basic loss per share
Continuing operations $(.04)
Discontinued operations (.02)
-----
Pro forma net loss per share $(.06)
=====
Compensation cost for the year ended June 30, 1999, under the fair value
method was estimated using the Black-Scholes model with the following
assumptions: dividend yield of 0%; expected life of 3 years; volatility of
144.57%, and a risk-free interest rate of 6.0%.
NOTE 11. NOTES PAYABLE
On August 25, 1999, the Company entered into a financing agreement with Avalon
Financial Services, LLC (Avalon) for financing of up to $6,000,000 secured by
3.3 million shares of common stock of the Company owned by officers and/or
directors and a consultant. As consideration for arranging the loans, the
agreement also granted Avalon warrants to purchase 500,000 shares of common
stock of the Company exercisable at $0.55 per share. As draws were made, the
Company entered into a series of 30 day renewable promissory notes bearing
interest at 10%. The Company had drawn $1.1 million under this financing
agreement before it was terminated. The funds were used to fund a potential
acquisition and for working capital.
In October 1999, Avalon foreclosed on the $1.1 million of 30 day notes plus
accrued interest and assumed the collateral as payment. In accordance with an
agreement between the individuals and the Company, the Company was obligated
to issue 1.2 times the number of shares lost in the foreclosure plus
additional shares for any tax consequences that may ensue to the individuals.
In January 2000, the Company issued 4,380,418 shares of common stock to the
three individuals as compensation for the shares lost in the foreclosure. Due
to several issues with respect to Avalon's performance under the terms of the
financing commitment, the Company disputes its obligation to issue the
warrants.
NOTE 12. STOCKHOLDERS' EQUITY
The Company has had no revenue from continuing operations for several years.
Because of lack of revenues, common stock of the Company has been utilized
where possible as payment for expenses of the Company, including salaries.
F-16
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12. STOCKHOLDERS' EQUITY - Continued
In July 1999, the Company's Board of Directors approved the issuance of
450,000 shares of common stock to an individual as a commission for an
introduction to a potential investor. The common stock issued was valued at
the closing market price on the date of the agreement of $1.562 per share.
Accordingly, $703,126 was charged to expense as professional fees.
In January 2000, the Company's Board of Directors approved the issuance of
892,857 shares of common stock to four individuals in lieu of salary. The
common stock issued was valued at the closing market price on the date issued
of $0.56 per share. The resulting $500,000 liquidated accrued salaries from
the beginning of the year of $240,000 and paid current year compensation of
$260,000.
Also, in January 2000, the Company's Board of Directors approved the issuance
of 4,380,418 shares of common stock as repayment for shares pledged by certain
shareholders to secure a Company loan that was foreclosed upon in October
1999. The consideration for these shares was the shareholders' pledged
securities, some of which were retained in the treasury. The Company issued
120% of the lost share amount to the individuals. In addition, 50,000 shares
were issued to liquidate accrued liabilities. The shares were valued at the
closing market price on the date issued of approximately $0.97 per share.
Accordingly, $412,523 was recorded as the cost of 468,810 treasury shares,
$1,499,635 was recorded to liquidate the Company's liability to the
shareholders as a result of the foreclosure and $2,390,206 was recorded as
compensation to the shareholders.
In February 2000, the Company's Board of Directors approved a private
placement of 8,393,042 shares of common stock to fifteen individuals who are
long-time shareholders or insiders of the Company. In exchange for the shares
issued, the Company received 6,994,203 shares of treasury stock which are
being used to pay contractual commitments of the Company and cash of $176,636
which went directly to settle an outstanding Company obligation. The shares
issued were valued at the closing market price on the date issued of
approximately $0.50 per share. Accordingly, $3,497,102 was recorded as the
cost of treasury shares and $699,420 as compensation.
In May 2000, the Company's Board of Directors approved the issuance of
1,000,000 shares of common stock in exchange for a convertible debenture plus
accrued interest of $103,750.
F-17
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 12. STOCKHOLDERS' EQUITY - Continued
Also, in May 2000, the Company's Board of Directors approved the issuance of
250,000 shares of common stock as payment for consulting services. The common
stock issued was valued at the closing market price on the date issued of
approximately $0.33 per share. The resulting $82,500 was expensed as
consulting services.
In June 2000, the Company's Board of Directors approved the issuance of
8,042,266 shares of common stock to officers, board members and/or employees
of the Company as compensation for unpaid salaries and to reimburse expenses
incurred on behalf of the Company. The common stock was valued at the closing
market price on the date issued of approximately $0.21 per share. The
resulting $1,688,875 was recorded as compensation and travel expenses.
Under a consulting agreement to provide investment banking and advisory
services to the Company for a one year period of time, the Company issued
2,000,000 shares of treasury stock and granted an option to purchase
10,000,000 shares of the Company's common stock at $0.01 per share. The fair
value of the option granted and the cost of the treasury stock issued of
$9,625,000 was recorded as deferred compensation and is being charged to
expense over the one year period. At June 30, 2000, $4,351,100 has been
charged to operations as consulting services. In April 2000, the consulting
firm exercised the eligible portion of the option and purchased 3,000,000
shares for $30,000. The shares purchased on exercise of the option were issued
from treasury stock and had a cost of $1,500,000.
Also, during the year ended June 30, 2000, the Company issued 1,208,184 shares
of treasury stock with a cost of $604,092 for services and to liquidate
liabilities totaling $448,143.
NOTE 13. SUBSEQUENT EVENTS
In July 2000, the Company's Board of Directors approved the issuance of
7,500,000 shares of common stock to four companies for past, present and
continuing consulting services. The fair value of the common stock on the
date of issuance was approximately $0.21 per share. The issuance liquidated
liabilities recorded at June 30, 2000 at $1,575,000.
F-18
<PAGE>
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13. SUBSEQUENT EVENTS - Continued
Also, in July 2000, the Company's Board of Directors approved a grant of
3,100,000 options to purchase common stock to officers, directors and/or
employees as bonus compensation for services rendered. The options are
exercisable for a period of five years at an exercise price of $0.10 per
share. The fair value of the options granted liquidated liabilities recorded
at June 30, 2000 of $341,000.
In July 2000, the Company received amended bank guarantees of $100,000,000
from Bank Exim - Indonesia with maturity dates of October 21, 2001. The
Company is seeking to borrow against these guarantees and hold them until
maturity. The Company intends to use the proceeds of the borrowings to build
prefabricated hospitals in third world countries.
In August 2000, a consulting firm exercised options and purchased 1,000,000
shares of common stock at the option price of $0.01 per share totaling
$10,000.
In September 2000, the Company signed a letter of intent to acquire 100% of
the outstanding stock of a privately-held company. If the purchase is
consummated, the acquired company will become a wholly-owned subsidiary of
Neurotech.
F-19
