SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: June 8, 2000
LIFE MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 33-26787-D 87-03403828
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
1187 South 1480 West
Orem, Utah 84058
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (435) 374-2888
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Pursuant to an intended acquisition, the Company changed its
name from Life Medical Technologies, Inc. to I-SIM International
Corporation and changed its symbol to ISIM. Subsequently, the
Company changed its name back to Life Medical Technologies, Inc.
and obtained the trading symbol LFMD.
On May 11, 2000, the Company agreed to acquire all the of
equity of Virtual Market Solutions.com, Inc., which is a privately-
held Nevada corporation doing business as iBonZai.com ("iBonZai").
As a result of the acquisition, effective June 8, 2000,
iBonZai became a wholly-owned subsidiary of the Company. Pursuant
to the transaction, the two shareholders of iBonZai were issued an
aggregate of 9,250,000 shares of common stock and became the
controlling shareholders of the Company.
iBonzai is an Internet Service Provider (ISP) which currently
has approximately 4,637 subscribers. A total of 4,500,000 of the
shares issued to iBonZai shareholders are subject to divestiture if
iBonZai does not obtain 200,000 subscribers within the next year.
As a result of the transaction, the following persons are now
serving as officers or directors of the Company:
Scott R. Hoskings, President/CEO
Mr. Hosking attended the University of Utah from 1979 to 1981.
He left college for a career in his family's aviation business.
After three years with the family company, Mr. Hosking made the
decision to leave and pursue aviation consulting opportunities.
During this time he assisted in creating two of the top air show
acts in the world.
Subsequently, in 1985, Mr. Hosing moved to Mexico to expand
his base, and pursue international opportunities. With tourism as
the focus, this enterprise grew into a network of companies that
grossed over $55 million per year. Interests included tourist
ground operations, import-export, brokering hotel rooms and opening
the first Domino's Pizza south of the border.
In 1994, Mr. Hosking returned to the United States where his
children could enjoy increased educational opportunities. Upon
returning to United States, he worked as a management and marketing
consultant to several businesses in the United States and Mexico.
In 1998 Mr. Hosking developed the business model of iBonZai and
incorporated iBonZai.com, Inc. in 1999.
Mr. Hosking has served on the teaching staff at Weber State
and the College of Eastern Utah and lectured at 12 other colleges
where he demonstrated and proved an economic model called MoneyMax.
He was invited by numerous universities throughout the western
United States to lecture on this model.
Dwight B. Williams, Director and Secretary/Treasurer.
Dwight B. Williams is a shareholder in the Salt Lake City,
Utah law firm of Mackey Price & Williams.
Mr. Williams attended Stanford University and the University
of Utah, from which he graduated magna cum laude, Phi Kappa
Phi in 1967 with a Bachelor of Arts degree in Political
Science. He received his Juris Doctorate degree from
California University in 1970.
Upon graduation from law school, Mr. Williams practiced in New
York City with the law firm of Chadbourne, Parke, Whiteside
and Wolff. Following military duty as an intelligence
officer, Mr. Williams returned to Salt Lake City, Utah, where
he joined the law firm of Van Cott, Bagley, Cornwall &
McCarthy from 1971 to 1974. He later became a partner with
the Salt Lake City law firm of Kirton, McConkie & Bushnell.
Mr. Williams also served as an adjunct professor of Business
Law at the University of Utah College of Business from 1974 to
1979. From 1985 to 1988 he was President of the Catania and
then Italy Rome Mission for the Church of Jesus Christ of
Latter-Day Saints.
Mr. Williams' law practice is concentrated in international
business law. He is the past president of the Utah World
Trade Association and of the International Visitors -based
National Council for International Visitors from 1993 to 1995.
Mr. Williams served six years as a member of the Utah District
Export Council and three years as Honorary Consul of Belgium
for Utah.
Mr. Williams is a member of the Utah State Bar and served as
Chairman of the International Law Section from 1983 to 1984.
In addition, he was a member of the International Bar
Association Committee on Investment Companies from 1976 to
1985.
Mr. Williams speaks German, Italian and French, and has
reading capabilities in Spanish and Portuguese.
ITEM 5. OTHER EVENTS
Effective June 8, 2000 the Company completed the acquisition
of Virtual Market Solutions.com, Inc.
Additionally, investors have converted $500,000 in financing
to options to purchase one million restricted shares of common
stock at $5 per share, one million at $10, and one million at $15.
As a result of the Company's acquisition, the Company currently has
13,990,000 shares issued an outstanding.
The Company has changed its name to iBonZai.com, Inc. and
obtained the trading symbol IBZI on the OTC Bulletin Board.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial statements of business acquired.
See Exhibit Index, Exhibit 99.1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
LIFE MEDICAL TECHNOLOGIES, INC.
Date: August 7, 2000 By: /s/ Scott Hosking
ScottHosking
President/CEO
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
1 (1) Acquisition Agreement dated May 11, 2000 between
Life Medical Technologies, Inc. and Virtual Market
Solutions.com, Inc.
99.1 (2) Financial Statements.
_______________
(1) Incorporated by reference to the same numbered exhibit as
filed with the Company's report on Form 8-K, filed June 16,
2000.
(2) Filed herewith.
VIRTUAL MARKET SOLUTIONS.COM, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
&
JUNE 30, 2000 (UNAUDITED)
VIRTUAL MARKET SOLUTIONS.COM, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
& JUNE 30, 2000 (Unaudited)
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT F-2
FINANCIAL STATEMENTS:
Balance Sheet F-3
Statement of Revenues, Expenses and
Changes in Retained Earnings F-4
Statement of Shareholder's Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
(The remainder of this page is intentionally left blank)
Independent Auditors' Report
The Board of Directors and Stockholders
Virtual Market Solutions.Com, Inc.:
We have audited the accompanying balance sheet of Virtual Market
Solutions.Com, Inc., as of December 31, 1999, and the related statements of
revenue, expenses and changes an retained earnings, shareholders' equity,
and cash flows for the three and a half months 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 Virtual Market Solutions.Com,
Inc., as of December 31, 1999, and the results of its operations and its cash
flows for the three and a half months then ended in conformity with
generally accepted accounting principles.
The C.P.A. Network, LLC
April 12, 2000
<TABLE>
<S><C> <C> <C> <C> <C> <C><C>
VIRTUAL MARKETING SOLUTIONS.COM, INC.
(A Development Stage Enterprise)
BALANCE SHEET
JUNE 30, 2000 & DECEMBER 31, 1999
June 30, December 31,
2000 1999
Assets
CurrentAssets:
Cash $ 320,216 17,773
Receivables 54,390 0
Inventory 15,197 5,000
Total current assets 389,803 22,773
Property and Equipment:
Leaseholdimprovements 10,234 0
Equipment 77,519 11,737
Accumulateddepreciation -5,112 0
Net property andequipment 82,641 11,737
OTHERASSETS:
Prepaids 25,000 0
Total other assets 25,000 0
Total assets $ 497,444 34,510
Liabilities and Equity
Current Liabilities:
Accounts payable $ 19,918 16,329
Accrued expenses 30,797 0
iBonZai bucks 12,016 0
Shareholder loans 196,017 9,095
Parent company loans 784,665 0
Total current liabilities 1,043,413 25,424
Total 1,043,413 25,424
liabilities
Equity:
Common stock (Par value is $.001per share 50,000,000shares
authorized & 6,500,000 shares issued and outstanding) 6,500 6,500
Retained earnings (deficitaccumulated
during developmentstage) -552,469 2,586
Total equity -545,969 9,086
Total $
liabilities andequity 497,444 34,510
Read the Independent Auditors' Report.
The accompanying Notes are an integral part of these financialstatements. F-3
</TABLE>
<TABLE>
<S><C> <C> <C> <C> <C><C> <C><C>
VIRTUAL MARKET SOLUTIONS.COM, INC.
(A Development Stage Enterprise)
STATEMENT OF REVENUES, EXPENSES, AND
CHANGES IN RETAINED EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 &
FOR THE THREE & A HALF MONTHS ENDED DECEMBER 31, 1999
WITH CUMULATIVE AMOUNTS FROM INCEPTION THROUGH JUNE 30, 2000
UNAUDITED UNAUDITED
6 Months 3 1/2 Months Cumulative
Ended June 30, Ended December Since
2000 31, 1999 Inception
Operating Revenues
Sales $ 24,389 244,015 268,404
24,389 244,015 268,404
Cost of Goods Sold 34,156 26,164 60,320
Gross -9,767 217,851 208,084
Profit
Operating Expenses
Commissions 34,206 85,262 119,468
Web 40,000 39,206 79,206
design
Coaching 58,944 31,517 90,461
Marketing 114,109 29,298 143,407
Facilities 46,396 14,348 60,744
General andadministrative 246,521 15,634 262,155
Depreciation 5,112 0 5,112
545,288 215,265 760,553
Net Income -555,055 2,586 -552,469
Retained Earnings,beginning 2,586 0 0
Retained Earnings,ending $ (552,469) $ $ (552,469)
2,586
Basic and DilutedIncome
(Loss) per Share -0.085393077 0.000397846 -0.0849952
Common Shares Used in
Per ShareCalculation 6,500,000 6,500,000 6,500,000
Read the Independent Auditors'Report.
The accompanying Notes are an integral part of thesefinancial statements.
F-4
</TABLE>
<TABLE>
<S><C> <C> <C> <C> <C> <C><C> <C>
VIRTUAL MARKETING SOLUTIONS.COM, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
JUNE 30, 2000 & DECEMBER 31, 1999
Common Stock
Shares Amount
Balance at September 17,1999
(Date of inception) 0 $ -
Issuance of common stock for:
Cash 6,172,500 6,173
Service 327,500 327
Balance at December 31, 1999 6,500,000 6,500
(UNAUDITED)
Issuance of common stock for:
Cash 0 0
Service 0 0
Balance at June 30,2000 6,500,000 $ 6,500
</TABLE>
<TABLE>
<S> <C> <C>
VIRTUAL MARKET SOLUTIONS.COM, INC.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 &
FOR THE THREE & A HALF MONTHS ENDED DECEMBER 31, 1999
WITH CUMULATIVE AMOUNTS FROM INCEPTION THROUGH JUNE 30, 2000
UNAUDITED UNAUDITED
6 Months 3 1/2 Months Cumulative
Ended June Ended December Since
30, 31,
2000 1999 Inception
Net income(loss) $ (555,055) $ $ (552,469)
2,586
Adjustments to reconcile operatingincome
to net cash provided by operating activities:
Depreciation expense 5,112 0 5,112
Changes in current assets andliabilities:
Receivables (increase)decrease -54,390 0 -54,390
Inventory (increase)decrease -10,197 -5,000 -15,197
Prepaids (increase)decrease -25,000 0 -25,000
Accounts payable increase(decrease) 3,589 16,329 19,918
Accrued expenses increase(decrease) 30,797 0 30,797
iBonZai bucks increase(decrease) 12,016 0 12,016
Net cash provided (used) by
operating activities -593,128 13,915 -579,213
Capital expenditures -76,016 -11,737 -87,753
Net cash provided (used) by
investing activities -76,016 -11,737 -87,753
Proceeds from issuance ofcommon stock 0 6,500 6,500
Proceeds from issuance of convertible debenture 250,000 0 250,000
Parent company loans 534,665 0 534,665
Shareholder loans 245,992 9,095 255,087
Shareholder loanrepayments -59,070 0 -59,070
Net cash provided (used) from
financing activities 971,587 15,595 987,182
Net changes in cash 302,443 17,773 320,216
Cash, beginning 17,773 0 0
Cash,
ending 320,216 17,773 320,216
F-6
TABLE OF CONTENTS
Note Page
1. Summary of Organization & Significant Accounting Policies F-8
A. Organization F-8
B. Cash & Cash Equivalents F-8
C. Property and Equipment F-8
D. Estimates F-8
2. Stockholders' Equity F-9
3. Subsequent Events
A. Issuance of 90 day 10% Convertible Debentures F-9
B. Shareholder Loans F-10
C. Acquisition of Virtual Market Solutions.Com, Inc
by Life Medical Technologies, Inc. F-10
(The remainder of this page is intentionally left blank)
NOTE 1 - SUMMARY OF ORGANIZATION & SIGNIFICANT ACCOUNTING POLICIES
A. Organization
Virtual Market Solutions.Com, Inc., a C-Corporation, was incorporated
on September 17, 2000 under the provisions of the Nevada State Code.
The Company is positioning itself as a full-solution internet marketing
company. Through its iBonZai internet domain, the company's primary
objective is to meet the needs of the internet based worldwide marketplace by
providing vital information, tools, support services and state-of-the-
art communication technology to individuals desiring to increase the quality
of their lives; personally, professionally and financially. iBonZai is a
fully interactive communications link between the user and the internet with
versatile, moment-by-moment access to personalized information through a
remote interface. This communications link is intended to allow the user to
access e-mail, stock quotes, news reports, weather, movies, online purchasing,
banking services, call-back features and personal secretarial/intelligent
agent services with virtually unlimited and expandable adaptations.
B. Cash and Cash Equivalents
Cash consists of amounts in demand and certificates of deposit. The
Company considers all highly liquid investments maturing within three months
to be cash equivalents.
C. Property and Equipment
Property and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets.
For purposes of these financial statements representing the first three and a
half months of operations, depreciation is immaterial.
When assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts, and any resulting
gain or loss is reflected in the income for the period. The cost of
maintenance and repairs is charged to income as incurred; significant
renewals and betterments are capitalized.
D. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Subsequent to year end and through the date of this report there were refunds
in the amount of $37,860 for web site sales from 1999. Because the web site
sales were made with explicit disclosure that there was no "right of return",
no estimate of refunds was accrued. The refunds were made in order to maintain
goodwill. No estimates were made for the first three and a half months
represented by these financials.
NOTE 2 - STOCKHOLDERS' EQUITY
Common Stock shares:
Beginning none
Issued & outstanding 6,500,000
Ending 6,500,000
NOTE 3 - SUBSEQUENT EVENTS
A. Issuance of 90 day 10% Convertible Debentures
On April 4, 2000 the Company issued $250,000 in ninety day 10%
convertible debentures. Interest will be paid annually at each one year
anniversary. Interest is payable on the 15th day of the month preceding the
month in which the in which the interest is to be paid. $500,000 in 90 day 10%
convertible debentures have been authorized. The debenture holder will be
entitled to convert the principal amount of the debenture, in $1,000
increments, into shares of common stock of the Company at the conversion
price of $.0543 per share.
UNAUDITED
On June 8, 2000 when Life Medical Technologies, Inc. (parent company)
acquired Virtual Market Solutions.Com, Inc., it also assumed the $ 250,000
Convertible Debenture debt. Subsequent to the acquisition and before June 30,
2000 the Convertible Debentures were converted into Life Medical Technologies,
Inc. stock.
(The remainder of this page is intentionally left blank)
NOTE 3 - SUBSEQUENT EVENTS (continued)
B. Shareholder Loans
From January 1, 2000 through the date of this audit, April 12, 2000,
shareholders have loaned the Company a net additional $244,430 for operations.
UNAUDITED
The following is a schedule of shareholder transactions from January 1,
2000 to June 30, 2000:
Balance December 31, 1999 $ 9,095
Loans 245,990
Repayments (59,070)
Balance June 30, 2000 $ 196,017
UNAUDITED
C. Acquisition of Virtual Market Solutions.Com, Inc. by Life Medical
Technologies, Inc.
Effective June 8, 2000, Life Medical Technologies, Inc. (parent company)
acquired all the equity of Virtual Market Solutions.Com, Inc. As a result
Virtual Market Solutions.Com, Inc. became a wholly-owned subsidiary of Life
Medical Technologies, Inc. Pursuant to the acquisition, the two shareholders
of Virtual Market Solutions.Com, Inc., were issued an aggregate of 9,250,000
shares of common stock in Life Medical Technologies, Inc., and became the
controlling shareholders of Life Medical Technologies, Inc. Life Medical
Technologies, Inc. changed its name to iBonZai.com, Inc. and obtained the
trading symbol IBZI on the OTC Bulletin Board.
The parent company has assumed debt or loaned Virtual Market
Solutions.Com, Inc. the following amounts:
Assumption of Convertible Debenture debt $ 250,000
Additional capital contributions 249,990
Proceeds from private placement 284,675
Total $ 784,665
</TABLE>
