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, 1999
[ ] 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.
[ X ] YES [ ] 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. [ X ]
Revenue for the year ended 1999: $0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at hich the stock was sold, or the average
bid and asked prices of such stock, of a specified date within the past 60
days. At April 10, 2000, the aggregate market value of the voting stock held
by non-affiliates was.
As of April 10, 2000, 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 1999, 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 1999, 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, 1999, only the parent corporation,
Life Medical Technologies, Inc. remains.
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, 1999 there appeared to be little or no
trading in the stock of the Company. As of April 10, 2000, 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 1999 or allowed the entities to
lapse into nonexistence. At December 31, 1999, only the parent corporation,
Life Medical Technologies, Inc. remains.
FINANCIAL CONDITION
The Company has no revenue during the year ended December 31, 1999
compared to previous year $(12,414). Total stockholders' equity was $0, as
compared to $122 at December 31, 1998. 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
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth as of December 31, 1999, 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
James Anderson 49 1999 President/Director
Mr. Anderson attended Weber State University for three years where he
studied accounting. From approximately 1991 until 1999 Mr. Anderson owned and
operated Computer Support Group, Inc. ("CSG"). CSG sells computer hardware
and systems and provides network support for products such as Novell and
Microsoft. CSG also provides technical support for Caldera, an affiliated
company of Novell, as well as numerous small businesses. Mr. Anderson sold
CSG to another company in October 1999.
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 December 31, 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 year, 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, 1999.
Statements of Operations - For the years ended December 31, 1999 and December
31, 1998.
Statement of Stockholders' Equity - For the period from December 31, 1999 to
December 31, 1998.
Statement of Cash Flows - For the years ended December 31, 1999 and December
31, 1998.
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/James Anderson
Dated: April 10, 2000
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/ James Anderson President and Director
(Principal Executive and
Financial Officer) April 10, 2000
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, 1999 and the
related statements of operations, stockholders' equity and cash flows for the
years 1999 and 1998 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, 1999 and the results of its operations
and cash flows for the years 1999 and 1998 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 7. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Salt Lake City, Utah
April 10, 2000
LIFE MEDICAL TECHNOLOGIES, INC.
Balance Sheet
ASSETS
December 31,
1999
TOTAL ASSETS $ -
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; 25,424,317 shares
issued and outstanding, respectively 25,424
Capital in Excess of Par Value 1,838,110
Retained Deficit (1,863,534)
Total Stockholders' Equity -
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -
LIFE MEDICAL TECHNOLOGIES, INC.
Statements of Operations
For the
Year Ended
December 31,
1999 1998
REVENUE
Sales $ - $12,414
EXPENSES
Cost of sales - 6,207
Amortization (Note 1) 122 366
Selling, general and administrative 25,280 17,183
Interest - 5,850
Total Expenses 25,402 29,606
OTHER INCOME/EXPENSES
Interest - 352
NET INCOME (LOSS) - Before Taxes $(25,402) $ (16,840)
Taxes (Note 2) - -
INCOME (LOSS) $(25,402) $ (16,840)
Loss Per Common Share $ - $ (.23 )
Average Outstanding Shares 12,784,317 72,866
LIFE MEDICAL TECHNOLOGIES, INC.
Statements of Stockholders' Equity
From January 1, 1998 to December 31, 1999
Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
Balance, December 31, 1997 42,920 43 $1,748,591 $(1,821,292)
Cancellation of stock (1,130) (1) 1 -
Stock issued for services
rendered at $1.00 per
share (Note 4) (Post Split) 4,614 5 4,60 -
Stock issued for cancellation of
debt for $1.00 per share (Note 5)
(Post Split) 86,336 86 86,250 -
Stock canceled for spinoff/sale
of subsidiary to former employees
at $4.00 per share (Note 5)
(Post Split) (300) (3) (1,329) -
Rounding from reverse
stock split 11,877 12 (12 -
Loss for the Year - - - (16,840)
Balance, December 31, 1998 144,317 144 1,838,110 (1,838,132)
Stock issued for
services at $.001 280,000 280 - -
Stock issued for
services at $.001 25,000,000 25,000 - -
Loss for the Year - - - (25,402)
Balance, December
31, 1999 25,424,317 25,424 1,838,11 $(1,863,534)
LIFE MEDICAL TECHNOLOGIES, INC.
Statements of Cash Flows
For the Year Ended
December 31, December 31,
1999 1998
CASH FLOW FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (25,402) $(16,840 )
Amortization 122 366
Increase (decrease)
In inventory & accounts receivable - 6,785
In accounts payable - 7,033
Expenses paid by stock issuance 25,280 10,464
Net Increase in Cash Flows From
Operating Activities - -
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) - -
- -
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - (6,355)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - 6,355
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ -
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ -
Income Taxes $ - $ -
Supplemental Cash Flow Information:
Stock Issued for Debt (Note 5) $ - $ 86,336
Stock Issued for Services (Note 4) $25,280 $4,614
Stock Issued for Interest (Note 5) $ - $5,850
LIFE MEDICAL TECHNOLOGIES, INC.
Notes to Financial Statements
December 31, 1999
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 5).
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 1999 and 1998 was
$122 and $366, respectively.
NOTE 2 - INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income Taxes" in the fiscal year ended December 31, 1999 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 thecurrent 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, 1999 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, 1999. 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, 1999
have been offset by valuation reserves of the same amount.
NOTE 3 - 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.
LIFE MEDICAL TECHNOLOGIES, INC.
Notes to Financial Statements
December 31, 1999
NOTE 4 - 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.
In 1999, the Company issued 280,000 for legal and professional services
rendered. The Company also issued 25,000,000 shares to an officer and
director for services rendered.
NOTE 5 - 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 1999. $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).
NOTE 6 - COMMON STOCK TRANSACTIONS
In 1999, 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 7 - 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 April 10, 1999 for the year ended December 31, 1999 in the Form
10KSB Annual Report for the year 1999.
s/s Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
April 11, 2000
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