UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission File No. 33-26787-D
LIFE MEDICAL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
UTAH 87-0403828
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6975 SOUTH UNION PARK CENTER #600, SALT LAKE CITY, UTAH 84054
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 256-9600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
Revenue for the year ended 1998: $12,414
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, of a specified date within the past 60
days. At July 21, 1999, the aggregate market value of the voting stock held by
non-affiliates was 0.
As of July 21, 1999, the registrant had 25,424,317 shares of common stock
issued and outstanding.
Documents incorporated by reference: None.
TABLE OF CONTENTS
PART I
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 2. DESCRIPTION OF PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL
Life Medical Technologies was organized on December 26, 1991 in the
state of Delaware. It was in the business of bringing simple, cost effective,
new medical product technology to the health care market place. In 1995, the
Company dramatically cut back its operations and cut back most staffing.
From 1996 to 1998, the Company maintained a skeleton crew to maintain and ship
existing orders for its inventory, but did not market or research and
develop any additional products for its sales line. By mid 1997, all employees
were laid off and part time help was maintained to handle existing sales and
shipping of products. By 1998, sales had declined to minimal levels and all
remaining assets were distributed to its wholly owned subsidiary (see below)
and sold off to two of its former employees.
The Company had acquired several subsidiaries in 1995, but had
either sold off all entities by the end of 1998 or allowed the entities to
lapse into nonexistence. At December 31, 1998, only the parent corporation,
Life Medical Technologies, Inc. remains.
The subsidiary corporations were: Omega Fiberoptic Technologies,
Omega Laser Systems, Omega Endoscopic Technologies, Inc., Ridgeway Medical
Enterprises, Inc. and Innovative Medical Development Corporation. All of the
Omega companies were spun off in a stock transaction in 1997 to it former
owners and Innovative Medical Development was sold off in September 1998 to
two former employees of Life Medical Technologies.
REORGANIZATION AND CHANGE OF DOMICILE
In February 1994, the principal shareholders of Life Medical
Technologies, Inc. entered into an Agreement and Plan of Reorganization (the
"Plan"), with Media U.S.A., Inc. wherein the principal shareholders
of Life Medical Technologies, Inc. became the controlling shareholders of
Media U.S.A., Inc. The transaction was viewed as a "reverse acquisition" and
was completed on March 1, 1994. The Plan was adopted, ratified and approved
by shareholders owning a two-thirds majority of the outstanding common stock
of the Company at a special meeting of shareholders held February 19, 1994.
On August 29, 1994, the Company held a special meeting of
shareholder to approve a change in domicile of incorporation to Delaware
through the merger of Life Medical (Colorado) with and into a subsidiary
organized in the state of Delaware under the name "Life Medical Technologies,
Inc.", with the outstanding shares of Life Medical (Colorado) being converted
into shares of the new Delaware corporation.
Under the terms of the Plan of Merger, Life Medical (Delaware)
became the surviving corporation; the separate corporate existence of Life
Medial (Colorado) ceased; Life Medical (Delaware) succeeded to all of the
business, properties, assets, and liabilities of the Company; the directors
and officers of the Company remained the same; and each outstanding share of
the Company's common stock was automatically converted into one share of the
Life Medical (Delaware).
ITEM 2. DESCRIPTION OF PROPERTIES
The Company currently operates from the office of the Company's
Attorney and pays no rent or expenses.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Because this report is being prepared in 1999, the Company has not
been able to obtain any reliable trading history for the period reported.
During the year ended December 31, 1998 there appeared to be little or no
trading in the stock of the Company. As of July 21, 1999, the Company had
approximately 111 shareholders of record.
During the preceding two fiscal years the Company has not paid any
dividends on its Common Stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. The future payment of dividends, if
any, on the common stock is within the discretion of the Board of Directors
and will depend on the Company's earnings, its capital requirements, and
financial condition and other relevant factors. At July 21, 1999, the Company
had 111 shareholders of record based on information provided by the Company's
transfer agent.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Life Medical Technologies was organized on December 26, 1991 in the
state of Delaware. It was in the business of bringing simple, cost effective,
new medical product technology to the health care market place. In 1995, the
Company dramatically cut back its operations and cut back most staffing.
From 1996 to 1998, the Company maintained a skeleton crew to maintain and ship
existing orders for its inventory, but did not market or research and develop
any additional products for its sales line. By mid 1997, all employees were
laid off and part time help was maintained to handle existing sales and
shipping of products. By 1998, sales had declined to minimal levels and all
remaining assets were distributed to its wholly owned subsidiary (see below)
and sold off to two of its former employees.
The Company had acquired several subsidiaries in 1995, but had
either sold off all entities by the end of 1998 or allowed the entities to
lapse into nonexistence. At December 31, 1998, only the parent corporation,
Life Medical Technologies, Inc. remains.
The subsidiary corporations were: Omega Fiberoptic Technologies,
Omega Laser Systems, Omega Endoscopic Technologies, Inc., Ridgeway Medical
Enterprises, Inc. and Innovative Medical Development Corporation. All of the
Omega companies were spun off in a stock transaction in 197 to it former
owners and Innovative Medical Development was sold off in September 1998 to
two former employees of Life Medical Technologies.
FINANCIAL CONDITION
The Company has very little revenue during the year ended December
31, 1998 ($12,414) compared to previous year (89,486). Total stockholders'
equity was $122, as compared to $(72,658) at December 31, 1997. The Company
has no operating capital for future operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no liquid assets and is currently in the process of
looking for business opportunities to merge with or acquire. At minimum, the
Company will need to raise additional capital through private funding to meet
the financial needs of being a reporting company. There is no guarantee that
the Company will be successful in obtaining necessary funding to develop any
business opportunities.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately
following the signature page to this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
David Thomson, PC was previously the principal accountant for Life
Medical Technologies, Inc. On January 26, 1999, the Board of Directors
approved the engagement of the firm of Crouch, Bierwolf & Chisholm to replace
David Thomson, PC who declined to stand for reelection as the Certifying
Accountant for the Company.
In connection, with the audit of the previous fiscal year ended
December 31, 1994 and subsequent periods to December 31, 1998, there were no
disagreements with David Thomson, PC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to his satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement, and said firm has not advised the registrant of
any reportable events.
The accountant's report of David Thomson, PC on the financial
statements of Life Medical Technologies, Inc. as of December 31, 1994 and for
the year then ended did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified as to uncertainty, audit scope, or
accounting principles.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth as of December 31, 1998, the name, age,
and position of each executive officer and director and the term of office of
each director of the Company.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (1999) Since Position with the Company
Robert Kroft 38 1998 President/Director
Each director of the Company serves for a term of one year and until his
or her successor is elected at the Company's annual shareholder's meeting and
is qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his or her successor is elected at the annual meeting of the board of
directors and is qualified. Set forth below is certain biographical
information regarding each of the Company's executive officers and directors.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
None.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of July 21, 1999, the name and address
and the number of shares of the Company's common stock, $0.001 per share, held
of record or beneficially by each person who held of record, or was known by
the Company to own beneficially, more than 5% of the 25,424,317 issued and
outstanding shares of the Company's common stock, and the name and
shareholdings of each director and of all officers and directors as a group:
Amount and Nature
Name and Address of Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
Common Robert Kroft
6975 South Union Park Center 25,000,000 98.3%
Salt Lake City, Utah 84054
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS. The following financial statements are
included in this report:
Report of Crouch, Bierwolf & Chisholm, Certified Public Accountants
Balance Sheet as of December 31, 1998.
Statements of Operations - For the years ended December 31, 1998 and December
31, 1997.
Statement of Stockholders' Equity - For the period from December 31, 1998 to
December 31, 1997.
Statement of Cash Flows - For the years ended December 31, 1998 and December
31, 1997.
Notes to Financial Statements
(a)(2) FINANCIAL STATEMENTS SCHEDULES. The following financial statement
schedules are included as part of this report:
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Life Medical Technologies, Inc.
By:
/s/Robert Kroft
Dated: July 21, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert Kroft President and Director
(Principal Executive and
Financial Officer) July 21, 1999
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheets - December 31, 1997.
Statements of Operations - For the years ended December 31, 1997 and
December 31, 1996 and from December 26, 1985 to December 31, 1997.
Statement of Stockholders' Equity - For the period from (inception)
December 26, 1985 to December 31, 1997.
Statement of Cash Flows - For the years ended December 31, 1997 and
December 31, 1996 and from December 26, 1985 to December 31, 1997.
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
Stockholders and Directors
Life Medical Technologies, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Life Medical
Technologies, Inc. (a Delaware corporation) as of December 31, 1998 and the
related statements of operations, stockholders' equity and cash flows for the
years 1998 and 1997 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 audit.
We conducted our audit 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 audit provides 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 Life Medical
Technologies, Inc. as of December 31, 1998 and the results of its operations
and cash flows for the years 1998 and 1997 then ended in conformity with
generally accepted accounting principles.
Salt Lake City, Utah
February 11, 1999
LIFE MEDICAL TECHNOLOGIES, INC.
Balance Sheet
ASSETS
December 31,
1998
Organization costs (Note 1) $ 122
TOTAL ASSETS $ 122
STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000 shares authorized
at $.001 par value; 0 shares outstanding -
Common stock, 150,000,000 shares authorized
at $.001 par value; 132,440,488 shares
issued and outstanding, respectively 132,440
Capital in Excess of Par Value 1,705,814
Retained Deficit (1,838,132 )
Total Stockholders' Equity 122
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 122
LIFE MEDICAL TECHNOLOGIES, INC.
Statements of Operations
For the
Year Ended
December 31,
1998 1997
REVENUE
Sales $12,414 $89,486
EXPENSES
Cost of sales (Note 1) 6,207 44,585
Amortization (Note 1) 366 389
Selling, general and administrative 17,183 47,403
Interest 5,850 17,752
Bad debt - 70,882
Total Expenses 29,606 181,011
OTHER INCOME/EXPENSES
Interest 352 270
NET INCOME (LOSS) - Before Taxes $(16,840) $ (91,255)
Taxes - -
INCOME (LOSS) $(16,840) $ (91,255 )
Loss Per Common Share $ - $ -
Average Outstanding Shares 72,866,321 38,116,157
LIFE MEDICAL TECHNOLOGIES, INC.
Statements of Stockholders' Equity
From January 1, 1997 to December 31, 1998
Capital in
Common Common Excess of Retained
Shares Stock Par Value
Deficit
Balance, January 1, 1997 31,390,094 $ 31,390 $1,515,575 $(1,730,037)
Stock issued for conversion of
Notes Payable at $.02 per
share (Note 3) 11,530,394 11,530 190,139 -
Loss for the Year - - - (91,255)
Balance, December 31, 1997 42,920,488 42,920 1,705,714 (1,821,292)
Cancellation of stock
(Note 5) (1,130,000) (1,130) 1,130 -
Stock issued for services rendered
at $.001 per share (Note 6) 4,614,000 4,614 - -
Stock issued for cancellation of
debt for $.001 per
share (Note 7) 86,336,000 86,336 - -
Stock canceled for spinoff/sale
of subsidiary to former employees
at $.004 per share
(Note 7) (300,000) (300) (1,030) -
Loss for the Year - - - (16,840)
Balance, December 31, 1998 132,440,488 $ 132,440 $ 1,705,81 $(1,838,132)
LIFE MEDICAL TECHNOLOGIES, INC.
Statements of Cash Flows
For the Year Ended
December 31, December 31,
1998 1997
CASH FLOW FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (16,840) $(91,255)
Amortization 366 389
Increase (decrease)
In inventory & accounts receivable 6,785 43,674
In accounts payable 7,033 2,399
Expenses paid by stock issuance 10,464 8,509
Net Increase in Cash Flows From
Operating Activities - 36,284
CASH FLOWS FROM
INVESTING ACTIVITIES
Cash Disbursed to Subsidiary (Note 7) (14,163 ) -
(14,163) -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Note Payable for Cash (Note 7) - 37,839
- 37,839
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (6,355) 1,555
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 6,355 4,800
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ 6,355
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ -
Income Taxes $ - $ -
Supplemental Cash Flow Information:
Stock Issued for Debt (Note 3 & 7) $86,336 $201,669
Stock Issued for Services (Note 6) $4,614 $-
Stock Issued for Interest (Note 3 & 7) $5,850 $8,509
LIFE MEDICAL TECHNOLOGIES, INC.
Notes to Financial Statements
December 31, 1998
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Background and History Life Medical Technologies was organized on
December 26, 1991 in the State of Delaware. It was in the business of
bringing simple, cost effective, new medical product technology to the health
care market place. By 1998, sales and marketing had declined to non operations
status and the remaining assets were spunoff to its wholly owned subsidiary
and sold to two former employees of the Company. (Note 7).
Cash and Cash Equivalents The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.
Organization Costs Organization costs are being amortized over a sixty
month period on a straight line basis. Amortization for 1998 and 1997 was
$366 and $387, respectively.
Inventory In 1995, the Company wrote off all assets under FASB 121. The
value of all fixed assets and intangible assets were written down to their
estimated fair market value or future estimated discounted cash flows,
whichever is lower. The value of the inventory was written down to the lower
of cost or their market value, whichever is lower.
NOTE 2 - INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income Taxes" in the fiscal year ended December 31, 1998 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial purposes. There
were no temporary differences at December 31, 1998 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of over
$1,000,000 at December 31, 1998. No effect has been shown in the financial
statements for the netoperating loss carryforwards as the likelihood of future
tax benefit from such net operating loss carryforwards is highly improbable.
Accordingly, the potential tax benefits of the net operating loss
carryforwards, estimated based upon current tax rates at December 31, 1998
have been offset by valuation reserves of the same amount.
LIFE MEDICAL TECHNOLOGIES, INC.
Notes to Financial Statements
December 31, 1998
NOTE 3 - NOTE PAYABLE
In 1997, the Company negotiated a settlement with several private
individuals to convert their debt into equity. 11,530,394 shares were issued
to satisfy $169,166 of debt and $32,503 of accrued interest. Interest expense
on the debt, up to time of conversion, was $3,925 for 1995, $20,069 for 1996
and $8,509 for 1997.
NOTE 4 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 5 - CANCELLATION OF SHARES
In June 1997, three of the Companies subsidiaries were sold off to their
original owners by spinning out Omega Fiberoptic Technologies, Omega Laser
Systems, and Omega Endoscopic Technologies, Inc. 1,130,000 shares were
canceled in the transaction.
NOTE 6 - STOCK FOR SERVICES
In 1998, 4,614,000 shares were issued for services rendered for the
Company by a former employee of the Company. The services were valued at
$4,614 or $.001 per share.
NOTE 7 - RELATED PARTY TRANSACTIONS
Notes Payable In 1998, major stockholder/officer/director converted
$86,336 in debt ($68,489 principle and $17,847 accrued interest) for
86,336,000 shares or $.001 per share. Interest accrued on this debt was $2,754
for 1996, $9,243 for 1997 and $5,850 for 1998. $30,650 was loaned in 1996 and
$37,839 in 1997.
Sale/Spinoff of Assets to Former Employee/Director On September 30, 1998,
the remaining assets of the Company were spunoff to its sole subsidiary,
Innovative Medical Development Corporation and then sold to a former employee
and a former officer/director for cancellation of 300,000 shares of stock.
The assets transferred/sold were cash ($14,163), receivables ($503), and
accounts payable ($13,336). Other assets were transferred at the time included
some fixed assets (estimated fair market value of less the $1,000; book value
of $0) and inventory (fair market value and book value of $0).
LIFE MEDICAL TECHNOLOGIES, INC.
Notes to Financial Statements
December 31, 1998
NOTE 8 - COMMON STOCK TRANSACTIONS
In 1998, the shareholders approved a change in the capital structure of
the Company to increase the authorized stock to 5,000,000 shares preferred
$.001 par value and 150,000,000 common shares authorized $.001 par value. The
change was made effective with the State of Delaware on June 7, 1999.
We hereby consent to the use of our audit report of Life Medical Technologies,
Inc. dated February 11, 1999 for the year ended December 31, 1998 in the Form
10KSB Annual Report for the year 1998.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
July 21, 1999
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