U. S. 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 December 31, 1995
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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
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Commission File No. 1-10077
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MEDIVEST, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 87-0401761
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3646 West 2100 South
Salt Lake City, Utah 84120
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 972-9090
175 South Main Street, Suite 800
Salt Lake City, Utah 84111
---
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
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 Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company'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. [ ]
State Issuer's revenues for its most recent fiscal year: December 31, 1996 -
$0.
<PAGE>
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.
September 15, 1997 - $578. There are approximately 578,295 shares of
common voting stock of the Company held by non-affiliates. Because there has
been no "established trading market" for the Company's common stock during the
past five years, the Company has arbitrarily valued these shares at par value
of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X No
---- ----
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
September 15, 1997
*1,301,305
* The following events occurred subsequent to the end of the
Company's most recent calendar year, to-wit:
On February 18, 1997, an aggregate total of 6,269 "unregistered"
and "restricted" shares of common stock of the Company were issued
to two creditors in satisfaction of outstanding indebtedness of
the Company at a compromise of approximately ten cents on the
dollar. These shares are included in the present number of
outstanding shares of common stock of the Company indicated in
this Report.
On September 5, 1997, the Company authorized the issuance of
700,000 "unregistered" and "restricted" shares of its $0.001 par
value common stock to two of its executive officers and directors,
350,000 shares to each, for services rendered and valued at $3,500
each (these shares are included in the present number of
outstanding shares of common stock of the Company indicated in
this Report); and also adopted a written compensation agreement
pursuant to which counsel for the Company will be partially
compensated for the services they have rendered to date; provided,
however, that the aggregate total of the shares to be issued under
the written compensation agreement shall not exceed 10% of the
outstanding securities of the Company, or approximately 130,000
shares. These shares have not been included in the present number
of outstanding shares of common stock of the Company indicated in
this Report.
On September 7, 1997, 55,251 shares which had been issued and were
not fully paid were delivered to the Company for cancellation.
The Company intends to bring legal action against two other
stockholders seeking to cancel an additional 110,502 shares of
common stock of the Company which management believes were issued
for no consideration. These shares are included in the present
number of outstanding shares of common stock of the Company
indicated in this Report.
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained
in Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
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<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
- ---------------------
Medivest, Inc. (the "Company") was incorporated under the laws of the
State of Utah on November 10, 1983, and from its inception and until the
filing of bankruptcy proceedings in 1989, it was engaged in the development,
manufacture and sale of medical products and medical-related transportation
services. These operations were unsuccessful, and the Company filed a Chapter
11 Bankruptcy Petition in the U.S. Bankruptcy Court for the District of Utah
on April 12, 1989. By Order of the Bankruptcy Court, the Company's bankruptcy
was closed on June 15, 1993. See Item 3 of this Report.
The Company was initially organized for the purpose of seeking investment
opportunities with companies engaged in the business of developing,
manufacturing, marketing and selling medical products for the healthcare
industry.
Effective May 6, 1985, the Company offered and sold to bona fide
residents of the State of Utah, a total of 2,500,000 shares of one mill
($0.001) par value common voting stock at an offering price of $0.01 per
share, pursuant to Rule 504 of Regulation D promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended. The shares of common stock offered and sold were registered for sale
with the Utah Securities Division (the "Division") for distribution to
residents of Utah pursuant to an Application for Registration under Section
61-1-10 of the Utah Uniform Securities Act and Rule 10.2-1 of the Division.
Net proceeeds from the offering were $24,675, after deduction of associated
costs. Further historical information regarding the Company is contained in
the Company's Form 10 Registration Statement filed with the Commission on or
about May 13, 1988, and which is incorporated herein by reference. See Item
13 of this Report.
Except as outlined below, the Company has engaged in no material business
operations since the filing of its bankruptcy proceedings in 1989.
During the pendency of its bankruptcy proceedings, the Company was
involuntarily dissolved in the State of Utah for failure to file its annual
report for 1990. It was reinstated by Order of the Third District Court of
the State of Utah on August 24, 1995. See Item 3 of this Report.
On October 2, 1995, the Board of Directors of the Company unanimously
resolved to effect a reverse split of its common stock on the basis of one
share for approximately 43.74 shares, effective October 12, 1995, with no
stockholder's holdings to be reduced to less than one share, and with all
fractions being rounded up to the nearest whole share. Unless otherwise
stated, all references below with respect to shares of common stock of the
Company take into account this reverse split.
On such date, the Board of Directors further resolved to amend the
Company's Bylaws to exempt it from the provisions of the Utah Control Share
Acquisitions Act (the "Acquisitions Act"). The Acquisitions Act, which
applies only to certain types of publicly-held corporations, provides that
"control shares" acquired under certain circumstances shall have the same
voting rights as they had before the acquisition only to the extent that the
stockholders of the corporation have approved such rights. The Acquisitions
Act also gives dissenter's rights to the stockholders in the event that full
voting rights are accorded to shares acquired in a "control share acquisition"
and the acquiring person has acquired "control shares" with at least a
majority of all voting power. Section 61-6-6 permits a corporation's articles
of incorporation or bylaws to provide for an exemption from the Acquisitions
Act. The net effect of the Company's exemption from the Acquisitions Act is
to remove the need for stockholder approval of acquisitions of controlling
interests in the Company.
On or about December 23, 1996, the Company borrowed $35,000 from a
non-affiliated entity pursuant to a Promissory Note bearing interest at the
rate
of 18% per annum, with such Note becoming due and payable upon the closing of
a reorganization, acquisition, merger or similar transaction involving the
Company, or one year from the date of the Note, whichever is sooner. These
funds were utilized by the Company to settle outstanding liabilities of
creditors not discharged in its bankruptcy proceedings, to pay back taxes, and
costs associated with these negotiations and settlements and auditing fees.
The Board of Directors also resolved to issue 150,000 shares of the Company's
common stock to this entity pursuant to Regulation S of the Commission as soon
as practicable after the Company becomes current in its reporting obligations
with the Commission and subject to the execution and delivery of a Regulation
S Subscription Agreement satisfactory to counsel for the Company. The
issuance of such shares will constitute prepayment of finance charges on the
above-referenced Note. The Note was executed by John M. Williams, the
Company's President, on December 23, 1996. As of the date of this Report,
these shares have not been issued, but they are deemed to be outstanding. See
Item 11 of this Report.
The liabilities reflected in the Company's financial statements as "Other
Liabilities," and amounting to $276,825, were compromised at approximately ten
cents on the dollar in cash and the issuance of 6,269 "unregistered" and
"restricted" shares of the Company's $0.001 par value common stock to two of
the remaining creditors from the Company's bankruptcy proceedings. $117,594 of
these liabilities were compromised in the fourth quarter of 1996, and the
remaining $159,231 of these liabilities were compromised during the first two
quarters of 1997. See "Note 9 - Subsequent Event," of the audited financial
statements of the Company for the years ended December 31, 1996 and 1995,
copies of which were attached to and incorporated by reference into the
Company's 10-KSB Annual Report for the year ended December 31, 1996, and which
are incorporated herein by reference. See Item 13 of this Report.
On September 5, 1997, the Company authorized the issuance of 700,000
"unregistered" and "restricted" shares of its $0.001 par value common stock to
two its executive officers and directors, 350,000 shares to each, for services
rendered and valued at $3,500 each; and also adopted a written compensation
agreement pursuant to which counsel for the Company will be partially
compensated for the services they have rendered to date; provided, however,
that the aggregate total of the shares to be issued under the written
compensation agreement shall not exceed 10% of the outstanding securities of
the Company, or approximately 130,000 shares. These shares have not been
included in the present number of outstanding shares of common stock of the
Company indicated in this Report. See Item 11 of this Report.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations for the past five calendar years. To the extent that the
Company intends to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders, it is essentially
a "blank check" company. Because the Company has limited assets and conducts
no business, management anticipates that any such acquisition would require it
to issue shares of its common stock as the sole consideration for the
acquisition. This may result in substantial dilution of the shares of current
stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such acquisition; the approval of
stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or contract. The
Company makes no assurance that any future enterprise will be profitable or
successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80 and 95 percent of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as
pro forma financial information consisting of a pro forma condensed balance
sheet, pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted
by the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or
merger through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any other
entity in the strata of these endeavors; however, the Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by the Company for the past
several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- ---------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in
the event that the Company engages in a merger or acquisition transaction with
an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
- ---------
The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer;
provided, however, an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held
by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Description of Property.
------------------------
Other than cash and certain prepaid assets, the Company has
virtually no assets, property or business; its principal executive office
address and telephone number are the business office address and telephone
number of its President, John M. Williams, and are currently provided at no
cost. Because the Company has has had no business, its activities will be
limited to keeping itself in good standing in the State of Utah, seeking out
acquisitions, reorganizations or mergers and preparing and filing the
appropriate reports with the Securities and Exchange Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the Company
in any proceeding.
The Company filed a Chapter 11 Bankruptcy Petition in the U.S. Bankruptcy
Court for the District of Utah on April 12, 1989. By Order of the Bankruptcy
Court, the Company's bankruptcy was closed on June 15, 1993.
During the pendency of its bankruptcy proceedings, the Company was
involuntarily dissolved in the State of Utah for failure to file its annual
report for 1990. It was reinstated by Order of the Third District Court of
the State of Utah on August 24, 1995.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the calendar year covered by this Report or
during the two previous calendar years. Further, there have been no meetings
of stockholders since the Company's bankruptcy in 1989.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
There is no established "public market" for shares of common stock of the
Company. The Company intends to submit for quotations on the OTC Bulletin
Board of the National Association of Securities Dealers ("NASD"); however,
management does not expect any public market to develop unless and until the
Company completes an acquisition or merger. In any event, no assurance can be
given that any market for the Company's common stock will develop or be
maintained.
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 453.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained with
any certainty, and until the Company completes any acquisition, reorganization
or merger, as to which no assurance may be given, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, the Company's ability to pay dividends on its common stock.
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two calendar years. The Company's
plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders and, in the event of such a transaction, to repay the
note in the amount of $35,000 to the non-affiliated party as discussed in Part
I, Item 1 of this Report. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as the sole
consideration for such acquisition.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which the Company expects to pay from its cash resources,
and, in the event of the completion of a reorganization, payment of the
non-affiliated party's note. As of December 31, 1995, it had cash and cash
equivalents of $23,425, most of which was expended in 1996, to compromise
outstanding debt remaining from the Company's bankruptcy proceedings and to
pay associated costs. If additional funds are required during this period,
such funds may be advanced by management or stockholders as loans to the
Company. Because the Company has not identified any such venture as of the
date of this Report, it is impossible to predict the amount of any such loan.
However, any such loan should not exceed $25,000 and will be on terms no less
favorable to the Company than would be available from a commercial lender in
an arm's length transaction. As of the date of this Report, the Company is
not engaged in any negotiations with any person regarding any such venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations in the two
most recent calendar years, or since its bankruptcy proceedings in 1989.
At December 31, 1995 and 1994, the Company had no assets, and liabilities
of $285,458 and $279,457, respectively. See the Index to Financial
Statements, Item 7 of this Report.
The Company had no revenues or operations during these years.
Liquidity.
- ---------
The Company had no liquidity during these years. During the fourth
quarter of 1996, the Company obtained a loan from a non-affiliated party in
the amount of $35,000, which funds were utilized to compromise outstanding
liabilities at approximately ten cents on the dollar. See the Company's
10-KSB Annual Report for the year ended December 31, 1996; see Item 13 hereof.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
December 31, 1995 and 1994
Independent Auditors' Report
Balance Sheets - December 31, 1995 and 1994
Statements of Operations for the years ended
December 31, 1995 and 1994
Statements of Stockholders' Equity for the
years ended December 31, 1995 and 1994
Statements of Cash Flows for the years ended
December 31, 1995 and 1994
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two calendar years or as of the date of this Report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
John M. Williams President 3/89 *
Vice President 10/86 *
Director 10/86 *
William R. Stoddard Secretary 10/86 *
Treasurer 10/86 *
Director 10/86 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
John M. Williams. President, Vice President and Director. Mr. Williams is
47 years of age. He graduated from the University of Utah in 1973 with a
degree in accounting. In addition to his involvement with the Company, Mr.
Williams has been an officer and director of Cyclopss Corporation, a
publicly-held corporation whose securities are registered under Section 12(g)
of the
Securities Act of 1933, as amended.
William A. Stoddard. Secretary/Treasurer and Director. Mr. Stoddard, age
46, has been a director and executive officer of the the Company since 1986.
In addition, he is a director and executive officer of Cyclopss Corporation.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers,
but who are expected to make a significant contribution to the Company's
business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person
of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
No reports required to be filed during the preceding two calendar years
or since the bankruptcy proceedings of the Company in 1989 which were required
to be filed by directors of executive officers of the Company have not been
timely filed; immediately prior to or simultaneous with the filing of this
Report, John M. Williams and Williams R. Stoddard filed Forms 4 with the
Commission respecting the issuance of the additional 350,000 shares of
"unregistered" and "restricted" shares of common stock of the Company to each
of them as outlined under the caption "Business Development" of Item 1, Part I
of this Report.
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation
paid by the Company for services rendered during the periods
indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John M.
Williams, 12/31/94 0 0 0 0 0 0 0
President, 12/31/95 0 0 0 0 0 0 0
V.P. and 12/31/96 0 0 0 0 0 0 *
Director
William R.
Stoddard, 12/31/94 0 0 0 0 0 0 0
Secretary/ 12/31/95 0 0 0 0 0 0 0
Treasurer, 12/31/96 0 0 0 0 0 0 *
Director
</TABLE>
* On September 5, 1997, the Company authorized the
issuance of 700,000 "unregistered" and "restricted"
shares of its $0.001 par value common stock to two of
its executive officers and directors, 350,000 shares
to each, for services rendered and valued at $3,500
each. See the caption "Business Development" of Item
1, Part I, and Item 11, Part III of this Report
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1996, 1995, or 1994, or the period ending on the
date of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year
for any service provided as director.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any
director or executive officer of the Company which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of employment with the Company or any subsidiary, any change
in control of the Company, or a change in the person's responsibilities
following a change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of
the date of this Report, with the computations being based upon 1,301,305
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
- ---------------- ------------------ --------
<S> <C> <C>
John M. Williams 363,797 27.9%
2467 E. Kentucky Ave.
Salt Lake City, Utah
84117
William R. Stoddard 359,213 27.6%
6504 South 2300 East
Salt Lake City, Utah
84121
Cicero Cinzano Ltd.(2) 150,000 11.5%
P. O. Box 2097
Third Floor, Genesis Bldg.
Georgetown, Grand Cayman
B.W.I.
------- ----
873,010 67.0%
</TABLE>
(1) The Company adopted a written compensation agreement
pursuant to which counsel for the Company will be
partially compensated for the services they have
rendered to date; provided, however, that the
aggregate total of the shares to be issued under the
written compensation agreement shall not exceed 10% of
the outstanding securities of the Company, or
approximately 130,000 shares. These shares have not
been included in the present number of outstanding
shares of common stock of the Company indicated in
this Report.
(2) Cicero Cinzano Ltd. ("Cicero Cinzano") is the non-affiliated party
who loaned the Company the $35,000 to
assist it in compromising and settling outstanding
debts remaining from its bankruptcy in the last
quarter of 1996. The Company agreed to issue 150,000
shares of its common stock to Cicero Cinzano under
Regulation S of the Commission as a pre-payment of
interest. See the caption "Business Development" of
Item 1, Part I of this Report. As current members of
management presently own in excess of a majority of
the outstanding voting securities of the Company and
have no affiliation whatsoever with Cicero Cinzano,
Cicero Cinzano is not deemed to be an "affiliate" of
the Company, despite beneficially owning 11.5% of the
outstanding voting securities of the Company.
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- --------
<S> <C> <C>
John M. Williams 363,797 27.9%
2467 E. Kentucky Ave.
Salt Lake City, Utah
84117
William R. Stoddard 359,213 27.6%
6504 South 2300 East
Salt Lake City, Utah
84121
------- ------
All directors and executive
officers as a group 723,010 55.5%
(2 persons)
</TABLE>
* The Company adopted a written compensation agreement
pursuant to which counsel for the Company will be
partially compensated for the services they have
rendered to date; provided, however, that the
aggregate total of the shares to be issued under the
written compensation agreement shall not exceed 10% of
the outstanding securities of the Company, or
approximately 130,000 shares. These shares have not
been included in the present number of outstanding
shares of common stock of the Company indicated in
this Report.
See Item 9 of this Report for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
With the exception of the issuance of "unregistered" and "restricted"
shares of common stock of the Company as compensation for services rendered to
the current directors and executive officers of the Company, all as outlined
under the caption "Business Development" of Item 1, Part I, there have been no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Item 1 of this Report regarding the loan of Cicero Cinzano.
Certain Business Relationships.
- -------------------------------
With the exception of the issuance of "unregistered" and "restricted"
shares of common stock of the Company as compensation for services rendered to
the current directors and executive officers of the Company, all as outlined
under the caption "Business Development" of Item 1, Part I, there have been no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Item 1 of this Report regarding the loan of Cicero Cinzano.
Indebtedness of Management.
- ---------------------------
With the exception of the issuance of "unregistered" and "restricted"
shares of common stock of the Company as compensation for services rendered to
the current directors and executive officers of the Company, all as outlined
under the caption "Business Development" of Item 1, Part I, there have been no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Item 1 of this Report regarding the loan of Cicero Cinzano.
Parents of the Issuer.
- ----------------------
The Company has no parents.
Transactions with Promoters.
- ----------------------------
With the exception of the issuance of "unregistered" and "restricted"
shares of common stock of the Company as compensation for services rendered to
the current directors and executive officers of the Company, all as outlined
under the caption "Business Development" of Item 1, Part I, there have been no
material transactions, series of similar transactions, currently proposed
transactions, or series of similar transactions, to which the Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any promoter or founder, or any member of the
immediate family of any of the foregoing persons, had a material interest.
However, see Item 1 of this Report regarding the loan of Cicero Cinzano.
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
- -------------------
None.
Exhibits
- --------
Exhibit
Number Description
- ------ -----------
27 Financial Data Schedule
DOCUMENTS INCORPORATED BY REFERENCE
Form 10 Registration Statement filed with the Commission on or about May
13, 1988.
Form 8-K Current Report dated April 12, 1989.
Form 10-KSB Annual Report for the year ended December 31, 1996.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
MEDIVEST, INC.
Date: 9/22/97 /s/ John M. Williams
President, Vice President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
MEDIVEST, INC.
Date: 9/22/97 /s/ John M. Williams
President, Vice President and
Director
Date: 9/22/97 /s/ William R. Stoddard
Secretary/Treasurer and Director
<PAGE>
MEDIVEST, INC.
(A Development Stage Company)
INDEPENDENT AUDITOR'S REPORT
DECEMBER 31, 1995 AND 1994
<PAGE>
ROBISON, HILL & CO. [letterhead]
A PROFESSIONAL CORPORATION
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Medivest, Inc.
(a Development Stage Company)
We have audited the accompanying balance sheets of Medivest, Inc.,
(A development Stage Company) as of December 31, 1995 and 1994, and the
related statements of operations, retained earnings, and cash flows for
the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Medivest,
Inc., (A Development Stage Company) as of December 31, 1995 and 1994 and
the results of its operations, and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
Respectfully submitted,
/s/Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
June 21, 1996
<TABLE>
MEDIVEST, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, 1995 and 1994
<CAPTION>
1995 1994
<S> <C> <C>
Assets $ - $ -
Liabilities and Stockholders' Equity
Liabilities
Accounts Payable $ 8,633 $ 2,632
Other Liabilities 276,825 276,825
Total Liabilities 285,458 279,457
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of
$.001 par value, issued
and outstanding 500,287 21,870 21,870
Additional Paid in Capital 1,569,304 1,569,304
Previous Retained Deficit (1,867,999) (1,867,999)
Deficit Accumulated During
Development Stage (8,633) (2,632)
Total Stockholders' Equity (285,458) (279,457)
Total Liabilities and Stockholders' Equity $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
MEDIVEST, INC.
(A Development Staqe Company)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED December 31, 1995 and 1994
<CAPTION>
Cumulative
Since
Inception
of
December 31, December 31, Development
1995 1994 Stage
<S> <C> <C> <C>
Revenues $ - $ - $ -
Total Revenue - - -
Expenses
Stock Transfer Fees - - -
Professional Fees 6,001 2,632 8,633
Total Expenses 6,001 2,632 8,633
Net Loss $ 6,001 $ 2,632 $ 8,633
Weighted Average Shares
outstanding 500,287 500,287
Net Loss Per Share $ .01200 $ .00526
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
MEDIVEST, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED December 31, 1995 and 1994
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock Paid-in Retained Development
Shares Amount Capital Deficit Stage
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1993 500,287 $ 21,870 $1,569,304 $(1,867,999) $ -
Net Loss - - - (2,632) (2,632)
Balance at
December 31, 1994 500,287 21,870 1,569,304 (1,870,631) (2,632)
Net Loss - - - (6,001) (6,001)
Balance at
December 31, 1995 500,287 $ 21,870 $1,569,304 $(1,876,632) $ (8,633)
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
MEDIVEST, INC.
(A Development Staqe Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED December 31, 1995 and 1994
<CAPTION>
Cumulative
Since
Inception
of
December 31, December 31, Development
1995 1994 Stage
<S> <C> <C> <C>
Cash Flows From Operatinq
Net cash Used by Operating
Activities $ - $ - $ -
Cash Flows From Investing
Activities - - -
Net Cash Used by Investing Activities - - -
Cash Flows From Financing Activities
Net Cash Provided by Financing
Activities - - -
Net Increase (Decrease) in Cash and
Cash Equivalents - - -
Cash and Cash Equivalents at Beginning
of Year - - -
Cash and Cash Equivalents at End of
Year $ - $ - $ -
Reconciliation of Net Loss to cash
Provided (used) by operating
Activities
Net Loss $(6,001) $(2,632) $(8,633)
Chanqes in Assets and Liabilities
Accounts Payable 6,001 2,632 8,633
Net cash Used by Operating
Activities $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial
statements.
MEDIVEST. INC.
(A Development Staqe Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1995 and 1994
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Medivest, Inc. is presented
to assist in understanding the Company's financial statements. The
accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Orqanization and Basis of Presentation
The Company was incorporated under the laws of the State of Utah on
November 10, 1983. The Company was involuntarily dissolved on May 1,
1991, for failure to file its annual report. The Corporate charter was
reinstated on March 21, 1995. The Company is in the development stage,
and has not commenced planned principal operations.
Nature of Business
The Company intends to acquire interests in various business
opportunities, which in the opinion of management will provide a profit
to the Company.
Cash and Cash Eguivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents to the extent the funds are not
being held for investment purposes.
Earnings per Share
Earnings per share are based upon the weighted average number of
common shares outstanding during each year. Fully diluted earnings per
share are not presented because they are antidilutive.
Income Taxes
The Company has implemented the provisions of SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 requires that income taxes be
computed using the liability method. Deferred taxes are determined based
on the estimated future tax effects of differences between the financial
reporting and tax reporting bases of assets and liabilities given the
provisions of currently enacted tax laws.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
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.
Reclassifications
Certain reclassifications have been made in the 1994 financial
statements to conform with the 1995 presentation.
NOTE 2 - INCOME TAXES
Deferred taxes result from temporary differences in the recognition
of income and expenses for income tax reporting and financial statement
reporting purposes. Deferred benefits of $195,395 and $195,000 for the
years ended December 31, 1995 and 1994, respectively, are the result of
net operating losses.
The company has recorded net deferred income taxes in the
accompanying balance sheets as follows:
as at December 31
1995 1994
Future deductible temporary differences
related to net operating losses $ 195,395 $ 195,000
Valuation allowance (195,395) (195,000)
Net deferred income tax asset $ - $ -
As of December 31, 1995, the Company had a net operating loss
("NOL") carryforward for income tax reporting purposes of approximately
$1,300,000 available to offset future taxable income. This net operating
loss carryforward expires at various dates between December 31, 2003 and
2010. An NOL generated in a particular year will expire for federal tax
purposes if not utilized within 15 years. Additionally, the Internal
Revenue Code contains provisions which could reduce or limit the
availability and utilization of these NOLs if certain ownership changes
have taken place or will take place. In accordance with SFAS No. 109, a
valuation allowance is provided when it is more likely than not that all
or some portion of the deferred tax asset will not be realized. Due to
the uncertainty with respect to the ultimate realization of the NOLs, the
Company established a valuation allowance for the entire net deferred
income tax asset of $195,395 as of December 31, 1995, resulting from net
operating losses carryforward.
The differences between the effective income tax rate and the
federal statutory income tax rate on the loss from continuing operations
are presented below.
For the Years Ended
December 31,
1995 1994
Benefit at the federal statutory rate
of 15% $ 900 $ 395
Utilization of net operating loss
carryforward (900) (395)
$ - $ -
NOTE 3 - UNCERTAINTY REGARDING COMPANY'S ABILITY TO CONTINUE AS A GOING
CONCERN
The Company has not begun principal operations and as is common with
a development stage company, the Company has had recurring losses during
its development stage.
NOTE 4 - COMMITMENTS
As of December 31, 1995 and 1994 all activities of the Company have
been conducted by corporate officers from either their homes or business
offices. Currently, there are no outstanding debts owed by the company
for the use of these facilities and there are no commitments for future
use of the facilities.
Note 5 - EMERGENCE FROM BANKRUPTCY
On June 15, 1993, the Company emerged from bankruptcy. The other
liabilities included in the balance sheet reflect unpaid claims from the
bankruptcy subject to compromise.
Note 6 - REVERSE STOCK SPLIT
On October 2, 1995, the Board of Directors authorized a reverse 1
for 43.74 stock split, thereby decreasing the number of issued and
outstanding shares to 500,287. Common stock authorized shares and par
value amounts were not affected. All references in the accompanying
financial statements to the number of common shares issued and
outstanding for 1994 have been restated to reflect the stock split.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000788206
<NAME> MEDIVEST, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 285458
<BONDS> 0
0
0
<COMMON> 21870
<OTHER-SE> (307328)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6001
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6001)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6001)
<EPS-PRIMARY> (.012)
<EPS-DILUTED> (.012)
</TABLE>
