-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U+ZKV0kxpqFAUI5/OVKkwteiKc62ri1MkxpX2xzjR8KNFfTxGkSYzjmpD94fO44O g4Lbe5poawfSTC2z+duwWw== 0001144204-03-003074.txt : 20030610 0001144204-03-003074.hdr.sgml : 20030610 20030610151844 ACCESSION NUMBER: 0001144204-03-003074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030609 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUWAY MEDICAL INC CENTRAL INDEX KEY: 0000880242 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 650159115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19709 FILM NUMBER: 03739017 BUSINESS ADDRESS: STREET 1: 23461 SOUTH POINTE DRIVE STREET 2: SUITE 200 CITY: LUGANA, HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 949-454-9011 MAIL ADDRESS: STREET 1: 23461 SOUTH POINTE DRIVE STREET 2: SUITE 200 CITY: LUGANA, HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: NUWAY ENERGY INC DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: LATIN AMERICAN CASINOS INC DATE OF NAME CHANGE: 19960520 FORMER COMPANY: FORMER CONFORMED NAME: REPOSSESSION AUCTION INC DATE OF NAME CHANGE: 19940823 8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported event): June 9, 2003 ------------ NUWAY MEDICAL, INC. (Exact name of registrant as specified in its charter)
DELAWARE 33-43423 65-0159115 -------- -------- ---------- State or other jurisdiction of Commission File Number IRS Employer Identification No. incorporation
23461 SOUTH POINTE DRIVE, SUITE 200, LAGUNA HILLS, CA 92653 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) (949) 454-9011 -------------- Registrant's telephone number, including area code NONE ---- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 9, 2003, NuWay Medical, Inc. issued a press release indicating that its securities would be delisted from the Nasdaq SmallCap Market effective at the open of business on June 10, 2003. The text of the press release, which is attached as Exhibit 99.1, is incorporated by reference in its entirety. ITEM 7. Exhibits (c) Exhibits 99.1 Press Release dated June 9, 2003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 10, 2003 NUWAY MEDICAL, INC. By: /s/ Dennis Calvert ------------------------- Dennis Calvert, President EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated June 9, 2003 EX-99.1 3 doc2.txt EX 99.1 NuWay Medical Announces NASDAQ Delisting LAGUNA HILLS, CA - June 9, 2003 /PRNewswire-FirstCall/ -- NuWay Medical, Inc. (NASDAQ: NMED - News) announced today that it has received notification from The Nasdaq Listing Qualifications Panel (the "Panel") that NuWay's request for continued inclusion on The Nasdaq SmallCap Market pursuant to an exception to various Nasdaq MarketPlace Rules has been denied, and that NuWay's common stock will be delisted from Nasdaq as of the opening of business on Tuesday, June 10, 2003. The notification, which NuWay received on June 6, 2003, sets forth the Panel's determination that an exception to the Nasdaq continued listing qualifications would not be granted due to NuWay's failures to timely file periodic reports (including the existing delinquency regarding the required filing of a Form 10-Q for the quarter ended March 31, 2003), to make accurate and timely disclosure of material events, to comply with the minimum shareholders' equity requirement, and to timely file LAS forms. As a separate and additional basis to deny NuWay's request for continued listing, the Panel cited public interest concerns raised by the gravity of the past disclosure violations and its belief of the continued significant participation in NuWay by Mark Anderson, a former consultant, former creditor, and former significant shareholder of NuWay. Nasdaq disclosed to NuWay that Mr. Anderson, who was never an officer or director of NuWay, had a prior criminal record. NuWay had, in fact, cancelled its consulting agreement with Mr. Anderson prior to receiving this disclosure, and his remaining holdings in NuWay were purchased by New Millennium Capital Partners LLC (a company controlled and owned in part by NuWay's president Dennis Calvert), as disclosed in the Form 8-K filed by NuWay on April 10, 2003 (and as amended on May 1, 2003). Mr. Calvert states "Mr. Anderson has absolutely no ability whatsoever to exert any further influence on this company or its management, and has not had so for some time." NuWay has determined not to appeal the decision of the Panel. As a result of the public interest concerns cited by the Panel, and because NuWay is delinquent in the filing of its Form 10-Q for the March 31, 2003 quarter, NuWay's common stock will not be immediately eligible to trade on the Over-the-Counter Bulletin Board. NuWay's shares may become eligible if a market maker makes an application to have the shares quoted and such application is approved by Nasdaq. Although NuWay believes such an application will be made, there can be no assurance as to whether, if made, it will be approved. If the shares are not approved for quotation on the OTC Bulletin Board, they will be eligible for quotation on the National Quotation Service Bureau (the "pink sheets"). NuWay plans to file its Form 10-Q for the March 31, 2003 quarter within the next several days, and to file all future reports and make full and accurate disclosure of all information, in each case as and when required by law. NuWay Medical, Inc. recently began to offer medical and health related technology products and services with an initial focus on the health and information software technology needs of the sports industry. Although its revenue from this line of business has to date been extremely limited, NuWay believes that it will be able to leverage its technological innovations and applications, as well as its marketing and distribution capabilities, working with sports teams and sports-related personalities and venues, to deliver value-added products and services to potential customers. Certain statements in this press release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of NuWay, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ include: the possibility that NuWay's securities will not become eligible for quotation on the OTC Bulletin Board and the effect of NuWay's Nasdaq delisting on the liquidity of NuWay's stock and its ability to raise equity capital. For a more general discussion of other factors that could cause actual results to differ materially from those in the forward-looking statements, please refer to NuWay's Form 10-KSB filed with the SEC on May 23, 2003. NuWay assumes no obligation to update the information contained in this press release, whether as a result of new information, future events or otherwise. For further information, please contact: Devon Blaine, Blaine@pacificnet.net, or Richard M. Goldman, rmgoldman@post.harvard.edu, both of The Blaine Group, +1-310-360-1499, for NuWay Medical, Inc. -----END PRIVACY-ENHANCED MESSAGE-----