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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (Fee Required)
For the quarterly period year ended September 30, 2000
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (No Fee Required)
For the transition period from ______________ to _________________
Commission file number 0-15179
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NEUROTECH DEVELOPMENT CORPORATION
(Name of small business issuer in its charter)
DELAWARE 06-1100063
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(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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(former name, former address and former fiscal year
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 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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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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TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets for September 30, 2000 and
June 30, 2000........................................................... 3
Consolidated Statements of Operations for Three Months ended
September 30, 2000 and 1999 ............................................ 4
Consolidated Statements of Cash Flows for Three Months
ended September 30, 2000 and 1999 ...................................... 5
Notes to Consolidated Financial Statements.............................. 6
Item 2. Management's Discussion and Analysis or Plan of Operations.............. 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................................... 10
Item 2. Changes in Securities and Use of Proceeds............................... 10
Item 3. Defaults Upon Senior Securities......................................... 10
Item 4. Submission of Matters to a Vote of Security Holders..................... 10
Item 5. Other Information....................................................... 11
Item 6. Exhibits and Reports on Form 8-K........................................ 11
Signatures......................................................................... 12
Exhibits........................................................................... 13
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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September 30, June 30,
2000 2000
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(Unaudited)
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ 2,939
Accounts receivable -- related parties
less allowance for doubtful accounts $59,083 1,315 10,000
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Total current assets 1,315 12,939
INVESTMENT, less allowance
for impairment of $1,165,000 155,000 155,000
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TOTAL ASSETS $ 156,315 $ 167,939
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses 1,360,935 2,765,075
Accounts payable -- related parties 32,610 4,730
Net liabilities of discontinued operations 1,359,195 1,359,195
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Total current liabilities 2,752,740 4,129,000
STOCKHOLDERS' DEFICIT
Common stock; par value $0.01 per share;
authorized 100,000,000 shares;
issued 67,216,983 and 57,919,733 shares,
Respectively 672,170 579,197
Additional paid-in capital 25,882,326 24,177,877
Retained deficit (25,213,488) (22,488,702)
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1,341,008 2,268,372
Note receivable from sale of common stock (108,000) --
Deferred consulting (2,873,900) (5,273,900)
Treasury stock 1,354,829 shares, at cost (955,533) (955,533)
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Total stockholders' deficit (2,596,425) (3,961,061)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 156,315 $ 167,939
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NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended
September 30,
2000 1999
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REVENUE $ -- $ --
COSTS AND EXPENSES
Salaries and benefits 215,000 970,056
Consulting services 2,400,000 710,625
Professional fees 39,352 107,334
Travel 6,481 28,477
Administrative 63,904 52,071
Interest 49 2,216
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Loss before income tax benefit (2,724,786) (1,870,779)
INCOME TAX BENEFIT -- --
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Net loss $ (2,724,786) $ (1,870,779)
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Basic loss per share $ (0.04) $ (0.05)
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Weighted average number of
Common shares outstanding 66,339,869 34,307,960
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NEUROTECH DEVELOPMENT CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Three Months Ended
September 30,
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,724,786) $ (1,870,779)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization of deferred consulting fees 2,400,000 --
Stock issued for services -- 703,126
Changes in assets and liabilities
Accounts receivable - related party 8,685 (64,788)
Accounts payable and accrued expenses 275,282 1,039,605
Accounts payable - related party 27,880 (111,490)
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Net cash used in operating activities (12,939) (304,326)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for investment -- (560,000)
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Net cash used in investing activities -- (560,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowing -- 500,000
Sale of common stock 10,000 374,590
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Net cash provided by financing activities 10,000 874,590
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Net increase (decrease) in cash (2,939) 10,264
CASH, BEGINNING 2,939 335
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CASH, ENDING $ -- $ 10,599
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NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB. Accordingly, they do
not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three month period ended September 30,
2000 are not necessarily indicative of results that may be expected for the year
ending June 30, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended June 30, 2000.
NOTE 2. ORGANIZATION AND NATURE OF OPERATIONS
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
incurred significant losses since inception resulting in a shareholders' deficit
of $2,596,425 and working capital deficit of $2,751,425 at September 30, 2000.
Effective October 17, 1998, the Company has discontinued all of its previous
operations. The Company's subsidiary, Global, has defaulted on its obligations
and Global's secured creditors have take substantially all of Global's assets.
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. DISCONTINUED OPERATIONS
Effective July 1, 1998, the Company discontinued and sold its home health care
business. 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.
Net liabilities of discontinued operations consist of the following:
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Notes payable $ (385,747)
Accounts payable and accrued expenses (973,448)
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Net liabilities of discontinued operations $ (1,359,195)
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NOTE 4. 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. AIM 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
allowance 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 allowance will be applied to the
acquisition as originally anticipated.
NOTE 5. 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 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 6. STOCKHOLDERS' DEFICIT
In July 2000, the Company issued 7,997,250 shares of common stock to liquidate
liabilities of $1,679,422. In August 2000, options to purchase 1,000,000 shares
of the Company's common stock were exercised for $10,000. In September 2000, the
Company issued 300,000 shares of common stock in exchange for a note receivable
for $108,000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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.
Results of Operation
Administrative expenses were $2,724,786 for the quarter ended September
30, 2000 as compared with $1,870,779 for the quarter ended September 30, 1999.
Expenses registered for the issuance of common stock in the current quarter
did not exist in full in the comparable quarter in 1999.
While the Company has not produced any revenue from continuing
operations for several years, 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. (See Bank Guarantees, below.) 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.
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 the Company's subsidiary,
Doctors4Doctors.com, Inc., to be beneficial. (See further discussion of
Doctors4Doctors below.)
Liquidity and Capital Resources
In the quarter ended September 30, 2000, the Company's broker has
received possession of bank guarantees in the total face amount of $100 million,
with maturity dates in October 2001. (See Bank Guarantees, below.) 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. If the Company is successful in this regard, the Company believes
that it will have sufficient capital to continue operations. There are, however,
no assurances that the Company will be successful in borrowing against the bank
guarantees or in obtaining financing using the bank guarantees as collateral.
While the Company continues to develop it business ventures, the Company will
likely continue to incur operating losses for some period subsequent to
September 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.
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Planned Construction in China and Indonesia
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 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 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 beyond amounts received for the projects.
Proposed Acquisition of AIM
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. 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 transactions 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. 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 may
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.
Bank Guarantees
In July 2000, the Company's broker 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.
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The Company is seeking to use the bank guarantees as collateral for
financing, or 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.
Proposed Acquisition of Transportation Company.
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. In September 2000, the Company entered
into a letter of intent to acquire a transportation company for 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.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No new material legal proceedings were commenced and no material
developments occurred in existing legal proceedings during the Company's fiscal
quarter ended September 30, 2000. For information on the Company's ongoing
reportable litigation, please refer to the Company's 10-KSB for the fiscal year
ended June 30, 2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
(a) None.
(b) None.
(c) In July 2000, the Company's Board of Directors approved the
issuance of 7,997,250 shares of common stock to four companies and
one individual 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 $1,679,422.
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 issued 300,000 shares of common
stock to a legal advisor in exchange for a note receivable for
$108,000.
For all of these transactions, Neurotech relied upon the private
placement exemption under Section 4(2) of the Securities Act of
1933, and the safe harbour of Regulation D promulgated
thereunder.
(d) None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 27.1 Financial Data Schedule.
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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 November, 2000.
NEUROTECH DEVELOPMENT CORPORATION
By: /s/ Bernard Artz
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Bernard Artz, Chairman, Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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27.1 Financial Data Schedule
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