<PAGE>
As filed with the Securities and Exchange Commission on July 18, 1997
Reg No.33
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
INTERACTIVE MEDICAL TECHNOLOGIES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-3367421
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2139 Pontius Avenue
Los Angeles, California
(310) 312-9652
(Address of principal executive offices)
________________________________________________
ADVISORY AND CONSULTING AGREEMENT
(Full title of plan)
________________________________
Peter T. Benz
President
2139 Pontius Avenue
Los Angeles, CA 90025
(Name and address of agent for service)
(310) 312-9652
(Telephone number, including area code of agent for service)
Copy to:
Robert Schulman, Esq.
5 Bontecou Lane
New City, NY 10958
(914) 634-3225
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered registered per share Price registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 9,600,000 .07 $882,000 $275
($.0001 per value)
=================================================================================================
</TABLE>
Estimated solely for the purpose of determining the amount of registration fee
and, pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the average of the bid and asked
prices of the common stock as reported on the OTC Bulletin Board on July 17,
1997 and also based upon the exercise price of 1,500,000 warrants at .17 per
share and 3,000,000 warrants at .09 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents filed by Interactive Medical Technologies Ltd. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996 (Commission File No. 0-21384):
(b) all other reports filed by the Company pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1996 through the date hereof;
(c) the description of the Company's common stock contained in the
company's Registration Statement, dated March 18, 1993, on Form 8-A (Reg. No.
0-21384) filed with the Commission under the Exchange Act, including any
amendment or report subsequently filed by the Company for the purpose of
updating that description and
(d) any document filed by the Company with the Commission pursuant to
Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof, but prior to the filing of a post-effective amendment to this
Registration Statement which Indicates that all shares of Common Stock
registered hereunder have been sold or that deregisters all such shares of
common Stock then remaining unsold, such documents being deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 6. Indemnification of Directors and Officer
Pursuant to Section 102(b)(7) of the General Corporation Law (the "GCL") of
the State of Delaware, the state of incorporation of the Company, the
Certificate of Incorporation of the Company, as amended (the Certificate of
Incorporation"), eliminates the liability of the Company's directors to the
Company or its stockholders, except for liabilities related to breach of duty of
loyalty, actions not in good faith and certain other liabilities.
The Certificate of Incorporation of the Company provides for the
indemnification of directors and officers to the fullest extent permitted by the
GCL. Section 145 of the GCL of the State of Delaware authorizes indemnification
by a corporation when a person is made a party of any proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation or was serving as a director,
3
<PAGE>
officer, employee or agent of another enterprise, at the request of the
corporation, and if such person acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed to, the best interests of the
corporation. With respect to any criminal proceeding, such person mush have had
no reasonable cause to believe that his or her conduct was unlawful. If it is
determined that the conduct of such person meets these standards, he or she may
be indemnified for expenses incurred and amounts paid in such proceeding
(including attorneys' fees) if actually and reasonably incurred by him or her in
connection therewith.
If such a proceeding is brought by or on behalf of the corporation (i.e.,
a derivative suit), such person may be indemnified against expenses actually and
reasonably incurred if he or she acted in good faith and in a manner reasonably
believed by him or her to be in, or not opposed to, the best interests of the
corporation. There can be no indemnification with respect to any matter as to
which such person is adjudged to be liable to the corporation; however, a court
may, even in such case, allow such indemnification to such person for such
expenses as the court deems proper. Where such person is successful in any such
proceeding, he or she is entitled to be indemnified against expenses incurred by
him or her. In all other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper because such
person has met the applicable standard of conduct.
The Company has entered into employment agreements with certain of its
officers, which may cover certain liabilities of such individuals to the
Company.
The foregoing indemnification provisions are broad enough to encompass
certain liabilities of directors and officers of the Company under the
Securities Act of 1933.
Experts
The consolidated financial statements of the company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 1996 have
been audited by Beckman & Associates, independent public accounts, as set forth
in their report thereon included therein and incorporated herein by reference.
Reference is made to said report, which includes explanatory paragraphs that
describe the Company's ability to continue as a going concern, discussed in Note
1 to the Company's Consolidated Financial Statements, and a paragraph that
describes the litigation discussed in Note 4 to the Company's Consolidated
Financial Statements. Such financial statements are incorporated herein in
reliance upon the reports of Beckman & Associates, pertaining to such financial
statements (to the extent filed with the Commission) given upon the authority of
such firm as experts in giving such reports.
4
<PAGE>
Item 8. Exhibits
4.1 Advisory and Consulting Agreements
4.2 Specified share certificate (1)
4.3 Certificate of Incorporation, as amended to date, and By-laws. (2)
5.1 Opinion of Robert Schulman, Esq., regarding the legality of the
securities registered hereunder.
23.1 Consent of Beckman & Associates
23.2 Consent of Robert Schulman, Esq. (included as part of Exhibit
5.1)
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, filed on October 12, 1993. Registration No. 33-70260-NY as amended.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-18 Registration No. 33-17548-NY, as amended on August 17, 1990. The
Company's Bylaws are the same as those of its predecessor, See/Shell
Biotechnology, Inc.
Item 9. Undertakings
The Company hereby undertakes:
5
<PAGE>
(1) To file during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
securities Act 1933:
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement:
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraph (1) (I) and (I)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendments shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by mean of a post-effective amendment any of
the securities being registered hereunder which remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, each filing of the company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities and
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the above-described provisions or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of
6
<PAGE>
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on July 18, 1997.
Interactive Medical Technologies Ltd.
By /s/ Peter T. Benz
----------------------------------
Peter T. Benz, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ Steven R. Westlund Chairman of the Board July 18, 1997
- ----------------------------- Chief Executive Officer and
Steven R. Westlund Director
(Principal Executive Officer)
By: /s/ Peter T. Benz Chief Financial Officer July 18, 1997
- ----------------------------- and Director
Peter T. Benz
8
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
4.1 Advisory and Consulting Agreements
4.2 Specified share certificate (1)
4.3 Certificate of Incorporation, as amended to date, and By-laws. (2)
5.1 Opinion of Robert Schulman, Esq., regarding the legality of the
securities registered hereunder.
23.1 Consent of Beckman & Associates
23.2 Consent of Robert Schulman , Esq. (included as part of Exhibit 5.1)
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, filed on October 12, 1993. Registration No. 33-70260-NY as amended.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-18 Registration No. 33-17548N-Y, as amended on August 17, 1990. The
Company's Bylaws are the same as those of its predecessor. See/Shell
Biotechnology, Inc.
9
<PAGE>
Exhibit 4.1 Advisory and Consulting Agreement
<TABLE>
<CAPTION>
Number of Shares Number of Options
---------------- -----------------
<S> <C> <C>
4.1(a) 2,400,000 1,500,000
4.1(b) 600,000 -
4.1(c) 100,000 -
4.1(d) 500,000 1,500,000
4.1(e) 500,000 1,500,000
Other Consultants 1,000,000 -
</TABLE>
10
<PAGE>
Exhibit 4.1(a)
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement") is entered into this First day of
June, 1997 and is by and between Interactive Medical Technologies, LTD.
("ITAM"), a Nevada corporation, and Bruce Barren, an individual, and The
EMCO\Hanover Group, Inc. (collectively referred to as the "Consultant").
The parties agree as follows:
1. Term. This Agreement shall be for the period of three (3) months,
----
commencing on June 1, 1997 and terminate on August 31, 1997, and shall be
automatically renewed for three ninety day periods unless written notice is
received by the consultant thirty days prior to the expiration date of any
ninety day period.
2. Duties and Responsibilities. Consultant shall perform such duties and
---------------------------
responsibilities that are designated in writing by ITAM's Board of Directors.
3. Indemnification. The Company shall extend full indemnity to Consultant
---------------
in the fulfillment of such duties and responsibilities as designated by the
Board of Directors of ITAM.
4. Compensation.
------------
A. Consultant shall receive $3,000 a month of cash compensation. A payment
of $3,000 shall be made on the execution of this Agreement and on the first day
of each month thereafter for the duration of the term of this Agreement.
Included in such compensation is $600 of which $300 each shall be assigned and
delivered to Messrs. Al Goldman and Gerald Robinson.
B. Consultant shall also receive 600,000 shares of ITAM's common stock for
each ninety day period involved. Such stock shall be registered as soon as
practicable on Form S-8 with the Securities and Exchange Commission. These
shares shall be delivered at the outset of each ninety day period to the
Consultant. Included in such compensation is 120,000 shares of which 60,000
shares each shall be assigned and delivered directly to Messrs. Al Goldman and
Gerald Robinson.
C. Consultant shall be entitled to 1,500,000 cashless options at seventeen
cents (17c) per share at the outset of this Agreement. Such options shall be
for the term of three years.
D. In the event that ITAM receives capital by selling equity or borrowing
or enters into an acquisition or merger agreement, whether or not ITAM is the
survivor, Consultant shall receive the following cash fees and "in kind"
securities.
<TABLE>
<CAPTION>
Principal Non-principal
---------------- ----------------
Cash In Kind Cash In Kind
---- ------- ---- -------
<S> <C> <C> <C> <C>
Equity or Convertible Debt 10% 10% 3% 3%
Debt or Promissory Notes 2% 2% 1% 1%
Merger\Acquisition 5% 5% 3% 3%
</TABLE>
11
<PAGE>
(i) The principal column shall be where no other commissions are charged
by a third party and the introduction to the capital is made by Consultant.
(ii) The Non-principal column shall be all other transactions whether
introduced by Consultant or not.
(iii) Consideration to be paid to Consultant shall, at the election of
Consultant, be paid in cash or equity.
5. Out-of pocket Expenses. Company shall reimburse Consultant for all
----------------------
reasonable out-of-pocket expenses incurred within the fifty mile radius of Los
Angeles and outside the fifty mile radius on a per diem of two hundred fifty
dollars ($250) per day within the Continental USA plus standard coach air faire.
Within the fifty mile radius, consultant is not entitled to mileage
reimbursement.
6. Devotion of time by Consultant. Consultant agrees to devote as much time
------------------------------
as possible to fulfill the duties and assignments that Consultant shall receive
in writing from the Board of Directors of ITAM.
7. Confidentiality. Consultant agrees to treat all information received
---------------
from ITAM as confidential and shall not divulge such information to any third
party without the written consent of a director of ITAM.
COMPANY CONSULTANT
Interactive Medical Technologies, LTD. By: ______________________________
Its: ______________________________
By: _____________________________
Address: __________________________
___________________________________
12
<PAGE>
Exhibit 4.1(b)
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement ("Agreement") is entered into this twenty third
day of June, 1997 and is by and between Interactive Medical Technologies, LTD.
("ITAM") a Nevada corporation and Owen Naccarato, an individual.
The parties agree as follows:
1. Term. This Agreement shall be for the period of twelve (12) months,
----
commencing on June 23, 1997 and terminating on June 22, 1998, and shall be
automatically renewed for twelve months unless written notice is received by the
employee ninety days prior to the expiration date of said agreement.
2. Duties and Responsibilities. Employee shall assume the responsibilities
---------------------------
of Chief Financial Officer and Corporate Secretary and as such the Company shall
extend full indemnity in the fulfillment of such duties and responsibilities as
designated by the Board of Directors of ITAM.
3. Compensation.
------------
A. Employee shall receive $4,000 a month of cash compensation.
B. Employee shall also receive 600,000 shares of ITAM's common stock
for each twelve period involved. Such stock shall be registered as soon as
practicable on Form S-8 with the Securities and Exchange Commission. These
shares shall be delivered at the outset of each twelve month period to the
Employee.
4. Out-of pocket Expenses. Company shall reimburse Employee for all
----------------------
reasonable out-of-pocket expenses incurred within the fifty mile radius of Los
Angeles and outside the fifty mile radius on a per diem of two hundred fifty
dollars ($250) per day within the Continental USA plus standard coach air faire.
Within the fifty mile radius, employee is not entitled to mileage reimbursement.
5. Devotion of time by Employee. Employee agrees to devote as much time as
----------------------------
possible to fulfill the duties and assignments that Employee shall receive in
writing from the Board of Directors of ITAM.
6. Confidentiality. Employee agrees to treat all information received from
---------------
ITAM as confidential and shall not divulge such information to any third party
without the written consent of a director of ITAM.
COMPANY EMPLOYEE
Interactive Medical Technologies, LTD. By: ______________________________
Its: ______________________________
By: _____________________________
Address: __________________________
___________________________________
13
<PAGE>
Exhibit 4.1(c)
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement") is entered into this 30th day of
June, 1997 and is by and between Interactive Medical Technologies, LTD.
("ITAM"), a Nevada corporation, and Robert A. Dresser, an individual.
The parties agree as follows:
1. Term. This Agreement shall be for the period of six (6) weeks,
----
commencing on June 30, 1997 and terminating on August 8, 1997.
2. Duties and Responsibilities. Consultant shall assist the Company in the
---------------------------
areas of shareholder Stockbroker Society's website with that of ITAM. In
addition, the Consultant shall furnish four hundred (400) names, addresses and
fax numbers of registered securities brokers as part enhancement and
communications and as such the consultant shall interconnect the of the
shareholder enhancement and communications program.
3. Indemnification. The Company shall extend full indemnity to Consultant
---------------
in the fulfillment of such duties and responsibilities as designated by the
Board of Directors of ITAM.
4. Compensation. Consultant shall receive 100,000 shares of ITAM's
------------
common stock for the six week period involved. Such stock shall be registered
as soon as practicable on Form S-8 with the Securities and Exchange Commission.
These shares shall be delivered at the outset of the six week period to the
Consultant.
5. Out-of pocket Expenses. Company shall reimburse Consultant for all
----------------------
reasonable out-of-pocket expenses incurred within the fifty mile radius of Los
Angeles and outside the fifty mile radius on a per diem of two hundred fifty
dollars ($250) per day within the Continental USA plus standard coach air faire.
Within the fifty mile radius, employee is not entitled to mileage reimbursement.
6. Devotion of time by Consultant. Consultant agrees to devote as much time
------------------------------
as possible to fulfill the duties and assignments that Consultant shall receive
in writing from the Board of Directors of ITAM.
7. Confidentiality. Consultant agrees to treat all information received
---------------
from ITAM as confidential and shall not divulge such information to any third
party without the written consent of a director of ITAM.
COMPANY CONSULTANT
Interactive Medical Technologies, LTD. By: ______________________________
Its: ______________________________
By: _____________________________
Address: __________________________
___________________________________
14
<PAGE>
Exhibit 4.1(d)
[LETTERHEAD OF MORGAN FULLER CAPITAL GROUP]
July 3, 1997
Mr. Steven Westlund
Chairman and Chief Executive Officer
Interactive Medical Technologies Ltd.
(Nutraquest Inc.)
1717 Stewart St.
Santa Monica CA 90404
Dear Steven,
Morgan Fuller Capital Group LLC is pleased to offer you this proposal to provide
financial assistance to you in your efforts to grow and re-capitalize your
company.
Interactive Medical Technologies Ltd. Is in the process of rolling out a new
business dealing in vitamin supplements. As such you have developed an
elaborate and detailed business plan. Part of that plan calls for informing the
investing public that the company is entering a new phase of its life. This
phase includes developing a network marketing organization to promote and sell
the company's Royal Hawaiian NONI product. As such you have signed on 1200
distributors and plan to continue growing the number and quality of those
distributors. The plans outline exciting growth possibilities in the future.
Morgan Fuller is pleased to provide you with financial assistance and advice
during this period. Specifically we propose to provide the following;
1. Assist the company in raising the public and investment community
awareness of the company and its new business plans.
2. Assist the company in raising capital for its expansion and growth
when the company deems the time is right to do so.
3. Advise the company of potential mergers and acquisitions and where
appropriate introduce the company to acquisition and merger
candidates.
4. Provide research coverage for the company when appropriate.
Morgan Fuller also intends to provide market making support for the company and
other services that may be required as part of its ongoing business.
Compensation
- ------------
For these services Morgan Fuller will be compensated as follows.
1. Morgan Fuller Capital Group will be immediately issued 500,000 shares
of freely traded and non legend stock.
15
<PAGE>
2. Interactive Medical will issue options on 500,000 shares of stock at
$.09 per share. These options will expire in 60 days.
3. An additional option on 1 Million shares will also be issued
immediately with an exercise price of $.09. These options will expire
in 180 days.
Morgan Fuller looks forward to working with you and your team. It is our belief
that this will result in a long standing and profitable relationship.
Sincerely yours, Agreed.
/s/ James W. Fuller /s/ Steven Westlund
James W. Fuller Steven Westlund
Managing Director Chairman and CEO
Morgan Fuller Capital Group LLC Interactive Medical
Technologies LTD
16
<PAGE>
Exhibit 4.1(e)
Wall Street Trading Group
465 California Street
San Francisco, CA 94104
July 7, 1997
Mr. Steven Westlund
Chairman and Chief Executive Officer
Interactive Medical Technologies Ltd.
(Nutraquest, Inc.)
1717 Stewart Street
Santa Monica, CA 90404
Dear Steven:
Wall Street Trading Group is pleased to offer you this proposal to provide
financial assistance to you in your efforts to grow and re-capitalize your
Company.
Interactive Medical Technologies Ltd. is in the process of rolling out a new
business dealing in vitamin supplements. As such you have developed an
elaborate and detailed business plan. Part of that plan calls for informing the
investing public that the Company is entering a new phase of its life. This
phase includes developing a network marketing organization to promote and sell
the Company's Royal Hawaiian NONI product. As such you have signed on 1200
distributors and plan to continue growing the number and quality of those
distributors. The plans outline exciting growth possibilities in the future.
Wall Street Trading Group is pleased to provide you with financial assistance
and advice during this period. Specifically we propose to provide the
following:
1. Assist the Company in raising the public and investment community
awareness of the Company and its new business plans.
2. Assist the Company in raising capital for its expansion and growth
when the Company deems the time is right to do so.
3. Advise the Company of potential mergers and acquisitions and where
appropriate introduce the Company to acquisition and merger
candidates.
4. Provide research coverage for the Company when appropriate.
Wall Street Trading Group also intends to provide market making support for the
Company and other services that may be required as part of its ongoing business.
17
<PAGE>
Compensation
- ------------
For these services Wall Street Trading Group will be compensated as follows.
1. Wall Street Trading Group will be immediately issued 500,000 shares of
freely traded and non legend stock.
2. Interactive Medical will immediately issue options to Wall Street
Trading Group on 500,000 shares of stock at $.09 per share. These
options will expire in 60 days.
3. An additional option on 1 Million shares will also be issued
immediately with an exercise price of $.09. These options will expire
in 180 days.
Wall Street Trading Group looks forward to working with you and your team. It
is our belief that this will result in a long standing and profitable
relationship.
Sincerely yours, Agreed,
/s/ Bruce K. Dorfman /s/ Steven Westlund
- -------------------- --------------------
Bruce K. Dorfman Steven Westlund
Wall Street Trading Group Chairman and CEO
Interactive Medical
Technologies Ltd.
18
<PAGE>
Exhibit 5.1
[LETTERHEAD OF ROBERT D. SCHULMAN, P.C.]
Interactive Medical Technologies Ltd.
2139 Pontius Avenue
Los Angeles, CA 90025
July 17, 1997
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Interactive Medical Technologies Ltd., (the
"Company"), in connection with the preparation and filing of the Company's
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, (the "Registration Statement"), relating to 9,600,000 shares of the
Company's common stock, $.001 par value, (the "Common Stock"), issuable pursuant
to the Company's Advisory and Consultants Agreement, (the "Plan").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Plan and of such other documents, corporate records,
certificates of public officials and other instruments relating to the adoption
and implementation of the Plan as we deemed necessary or advisable for purposes
of this opinion.
Based on the foregoing examination, we are of the opinion that the shares
of common Stock issuable pursuant to the Plan are duly authorized and, when
issued in accordance with the Plan, will be validly issued, fully paid and
nonassessable.
Further, we consent to the filing of this opinion as an exhibit to the
Registration Statement and to all reference therein to the firm.
Very truly yours,
/s/ Robert D. Schulman
Robert D. Schulman, PC
<PAGE>
Exhibit 23.1
[LETTERHEAD OF BECKMAN & ASSOCIATES]
July 18, 1997
The Board of Directors
Interactive Medical Technologies, Inc.
We consent to incorporation by reference in the Registration Statement (Form S-8
No. 0-21384) of Interactive Medical Technologies Inc. and subsidiaries of our
report dated April 10, 1997, relating to the consolidated financial statements
of Interactive Medical Technologies Inc. and subsidiaries included in the Annual
Report (Form 10-KSB) for the year ended December 31, 1996.
Our report dated April 10, 1997, contains an explanatory paragraph that states
that the Company's recurring losses and net deficit position raise substantial
doubt about its ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Beckman & Associates
