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)
DELAWARE 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 November 30, 1999, the aggregate market value of the voting
stock held by non-affiliates was.
As of November 30, 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 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 November 30, 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.
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 1997 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
Dave Thomsen was previously the principal accountant for Life Medical
Technologies, Inc. The Board of Directors approved the engagement of the
firm of Crouch, Bierwolf & Chisholm to replace Dave Thomsen which declined to
stand for reelection as the Certifying Accountants for the Company.
In connection with the audit of the previous fiscal year ended December 31,
1994, there were no disagreements with Dave Thomsen on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
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.
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 Kropf 38 1998 President/Director
Mr. Kropf is 38 years old. He is the former owner and operator of a
company called Dinner and Bingo Club. His business experience for the past
seven years has been extensive in restaurant and other retail stores. Mr.
Kropf serves on several other public boards.
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
Mr. Kropf received twenty five million share to serve as a new officer and
director of the company.
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 Kropf
6975 South Union Park Center 25,000,000 98.3%
Salt Lake City, Utah 84054
Item 12. Certain Relationships and Related Transactions
During the third quarter, twenty-five million shares were issued to Mr.
Kropf. At the time of issuance there was no market for the Company's common
stock. Consequently, the shares were valued at par value.
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: November 30, 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) November 30, 1999
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
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.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and does not have sufficient assets to pay for any
future operations, which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are described in Note 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
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 $ 1,705,814 $(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.
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 net operating 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
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 th 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.
NOTE 9 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Currently, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern.
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
November 30, 1999
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