-----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, G2A3xHE7WQd+Tn7vEj74ubMMt7xM+F8h3bE1HkOdM/cb7sE3R+qOJ+hrvR3wu9XB tkf+7JF+t7uaE1gByLzMxg== 0001047469-98-025241.txt : 19980626 0001047469-98-025241.hdr.sgml : 19980626 ACCESSION NUMBER: 0001047469-98-025241 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980625 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUMED SURGICAL INC CENTRAL INDEX KEY: 0000921878 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 341755390 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-24362 FILM NUMBER: 98653711 BUSINESS ADDRESS: STREET 1: 6505 ROCKSIDE RD STREET 2: STE 425 CITY: INDEPENDENCE STATE: OH ZIP: 44131 BUSINESS PHONE: 2165736522 MAIL ADDRESS: STREET 1: 6505 ROCKSIDE RD STREET 2: STE 425 CITY: INDEPENDENCE STATE: OH ZIP: 44131 10KSB 1 FORM 10-KSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- 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 March 31, 1998 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------- Commission File Number: 0-24362 NUMED SURGICAL, INC. (Name of Small Business Issuer in its charter) Nevada 34-1755390 ------ ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7270 Sawgrass Point Drive 33782 Pinellas Park, Florida ----- ---------------------- (Zip Code) (Address of principal executive offices) Issuer's telephone number: (813) 524-3227 ----------------- Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class is to registered ------------------- --------------------------- None Not applicable
Securities to be registered under Section 12(g) of the Act: Common Stock, par value $.001 per share (Title of class) Indicate by check mark whether the issuer (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 Regulation S-K is not contained herein; and will not be contained, to the best of the issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ] Issuer's revenues for its most recent fiscal year are $3,918. The number of shares outstanding of the Issuer's Common Stock, $.001 par value, as of June 1, 1998, was 8,775,685. The aggregate market value of the voting stock held by non-affiliates computed by reference to the average of the bid and ask prices of such Common Stock, as of June 1, 1998, was $635,774. Transitional Small Business Disclosure Format: Yes [ ] No [ X ] -1- PART I ITEM 1. DESCRIPTION OF BUSINESS INTRODUCTION. NuMED Surgical, Inc. ("NuMED Surgical" or the "Company") was incorporated in the State of Nevada on October 18, 1993, by NuMED Home Health Care, Inc., also a Nevada corporation ("NuMED HHC"). NuMED Surgical was formed for the purpose of spinning-off to the stockholders of NuMED HHC the surgical/medical products division of NuMED HHC. In preparation for the spin-off, certain assets and liabilities of NuMED HHC's surgical/medical products division and NuMED Technologies, Inc. ("NuMED Tech"), a wholly-owned subsidiary of NuMED HHC, were transferred by NuMED HHC to NuMED Surgical in exchange for 5,175,685 shares of the Common Stock, par value $.001 per share, of NuMED Surgical (the "NuMED Surgical Common Stock"). NuMED HHC distributed the NuMED Surgical Common Stock to its stockholders of record as of September 30, 1993 (the "Record Date"). Each NuMED HHC stockholder of record as of the Record Date received one (1) share of NuMED Surgical Common Stock for every one (1) share of the NuMED HHC Common Stock, par value $.001 per share, held on the Record Date. NuMED Surgical had no operations or business history other than as a division or wholly-owned subsidiary of NuMED HHC. NuMED Surgical has been actively engaged in the research, development and distribution of medical instruments and surgical supplies since February 1991 to the health care market. The Company, also has been actively engaged in the contract manufacturing and distribution of products for assistive living, self-care and homecare. Both of these markets are becoming extremely competitive with direct manufacturers and catalog merchandisers entering the market. In addition to the other merchandisers entering this market, the original surgical table manufacturers are becoming more aggressive in marketing table accessories thus making it more difficult to compete in this market of group purchasing. However, the major factor was that the Company's major manufacturer, AMATECH Corporation, is becoming a significant force in the market that was occupied by two significant companies, Allen Medical and NuMED Surgical, just three years ago. Therefore, during the fourth quarter of fiscal 1997, the Company made the decision to sell its major product line to AMATECH Corporation and to liquidate the remaining businesses. The Company's Board of Directors, after lengthy discussions regarding the market and where NuMED Surgical fits, felt that the value of the patient positioning business will deteriorate over time and that this would be the best time to maximize the value of this product line. The Company's principal office is located at 7725 Sawgrass Point Drive, Pinellas Park, Florida, 33782 and its telephone number is (813) 524-3227. INDUSTRY OVERVIEW. The Company's business is part of a dynamic and ever changing health care market. There are tremendous pressures on all participants in the market of distributing surgical accessories. Hospitals and other health care facilities are now consolidating through mergers and acquisitions as a result of increasing costs and changes in hospital expenditures. The Self/Home Care Market, of which the assistive living market is a subset, is one of the fastest growing markets due to the fact that patients are being discharged quicker than in the past and therefore patients are not as ambulatory, thus needing assistive, diagnostic and therapeutic products. The Company has liquidated the remaining portion in fiscal year 1998. -2- BUSINESS STRATEGY. Management felt that the value of the business would be maximized by selling the major product line to AMATECH, NuMED Surgical's manufacturer, and to liquidate the remaining businesses. NuMED was able to generate significant market interest in the Liftmate product but was unsuccessful in obtaining a distribution partner. PRODUCTS AND MANUFACTURING. NuMED Surgical's sales have come principally from its distribution of surgical table accessories manufactured by AMATECH, which constituted approximately 82% of total revenues for fiscal 1997. As planned, NuMED Surgical introduced a new positioning product which was thought to position the Company in a leadership position in the surgical positioning market, however, the competition reacted quickly with pricing pressures, thus neutralizing the Company's impact. EMPLOYEES. NuMED Surgical has no full time employees. The President resigned effective March 31, 1997. COMPETITION. In the patient positioning product market, NuMED Surgical's principal competitors was Allen Medical, AMSCO, Alimed and O.R. Direct (Division of AMATECH). Major medical equipment companies such as Invacare and Sunrise Medical compete with NuMED Surgical in the assistive living area. NuMED Surgical has been unable to get an industrial partner or find acquisition candidates for the table-top steam sterilizer and the instruments. The Company feels that there are companies that will perceive value in the sterilizer, instruments and Liftmate. However, the Company can make no assurances that the product lines will be sold. RESEARCH AND DEVELOPMENT. All research and development has been stopped. SIGNIFICANT CUSTOMERS. NuMED Surgical had one key customer for its medical/surgical products during 1997: Tri-anim Health Services, Inc. (formerly National Medical Specialty). Sales to this significant customer totaled $226,900 in fiscal 1997. There were no sales in fiscal year 1998. SALES AND MARKETING. NuMED Surgical spent approximately $50,000 in advertising and marketing on a new patient positioning product (stirrups) and Liftmate during fiscal 1997. However, NuMED did not have the internal resources to fund the manufacturing of Liftmate and was unable to effectively penetrate the patient positioning market with the new stirrups due to pressures in the market place. During 1998, all sales and marketing ceased. GOVERNMENTAL REGULATIONS. The Company was engaged in the preparation and manufacture of medical devices and is therefore subject to regulation by the FDA. The level of FDA regulation to which a given medical device is subjected is governed by the "class" into which the device is placed, with Class I representing the lowest level of regulation and Class III representing the highest. NuMED Surgical distributed accessories for surgical tables and patient lifts for non-ambulatory patients, which are classified as Class I devices. -3- DIVESTITURE. On March 31, 1997, the Company decided to sell its major product line to AMATECH Corporation and to liquidate the remaining business. The Company sold all of the assets related to the product line to AMATECH Corporation. The remaining assets, sterilizer design, Liftmate marketing rights and sales leads, and laparoscopic instrument design and inventory was liquidated during fiscal year 1998. ITEM 2. DESCRIPTION OF PROPERTY NuMED Surgical maintains its principal executive offices and corporate headquarters at 7270 Sawgrass Point Drive, Pinellas Park, Florida, 33782. NuMED Surgical believes this property to be in good condition and adequate for the purposes for which it is used by NuMED Surgical. ITEM 3. LEGAL PROCEEDINGS Management is not aware of any material litigation pending or threatened against NuMED Surgical. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION FOR NUMED SURGICAL. NuMED Surgical is traded on Pink Sheets (OTC: NMDS). There is a limited public trading market for the Company's Common Stock at the present time. The Transfer Agent for the Common Stock is The Huntington National Bank, Columbus, Ohio. DIVIDENDS. NuMED Surgical has not paid cash dividends on its Common Stock since inception. NuMED Surgical is in liquidation and will not pay cash dividends in the foreseeable future. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED MARCH 31, 1998 AND 1997. INTRODUCTION. The following is an analysis of the operations of NuMED Surgical for the fiscal years ended March 31, 1998 and 1997 and should be read in conjunction with the Company's Financial Statements and notes that appear elsewhere in this report. RESULTS OF OPERATIONS. NuMed Surgical was liquidated during fiscal year 1998. No significant amount of activity took place during the year. -4- FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES. For fiscal year 1998 there is a net deficiency of $8,663. For fiscal 1997 NuMED Surgical experienced negative cash flow from operating activities of ($23,039) as compared to ($147,104) in fiscal 1996. NuMED Surgical financed operations with funds from the limited offering described in Part II Item 5. At March 31, 1997, NuMED Surgical had debt outstanding of $47,695 to AMATECH. The bank line of credit was paid from the proceeds of the sale of assets to AMATECH Corporation. NuMED Surgical continues to experience negative cash flow from operations due to the relatively long collection cycle for its receivables. ITEM 7. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS Page NUMED SURGICAL ---- Report of Independent Auditors F-1 Statements of Net Deficiency in Liquidation as of March 31, 1998 and 1997 F-2 Statement of Changes in Net Deficiency in Liquidation F-3 Statement of Operations for the Year Ended March 31, 1997 F-4 Statement of Changes in Stockholders' Equity (Deficit)for the Year Ended March 31, 1997 F-5 Statement of Cash Flows for the Year Ended March 31, 1997 F-6 Notes to Financial Statements F-7
Financial statements are presented as an attachment to this Form 10KSB. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. DIRECTORS AND OFFICERS OF NUMED SURGICAL. The following table sets forth certain information with respect to the directors and officers of NuMED Surgical.
NAME AGE POSITION WITH NUMED SURGICAL ---- --- ---------------------------- Jugal K. Taneja 53 Chairman of the Board, Chief Executive Officer and Director Robert P. Ottman 54 Director
Each director holds office until the next annual meeting of stockholders and until a successor has been elected and qualified. Michael J. Diroff resigned as Director effective March 31, 1997. -5- ROBERT P. OTTMAN has served as a Director of NuMED Surgical since its inception in October 1993. Mr. Ottman has served as a Director for NuMED Home Health Care, Inc. since 1991. In early 1993, Mr. Ottman was elected Vice-President of Champion Bolt Corporation and is responsible for marketing and human resources. JUGAL K. TANEJA has been Chief Executive Officer and Chairman of the Board of Directors and a Director of NuMED Surgical since its inception in October 1993. Mr. Taneja resigned as Chief Executive Officer as of April 18, 1995. Mr. Taneja has been Chairman of the Board, Chief Executive Officer and a Director of NuMED Home Health Care, Inc. since 1991. Mr. Taneja also serves as a Director and Chief Executive Officer and Secretary of National Diagnostics, Inc. Mr. Taneja is Chief Executive Officer of Bancapital Corporation. Mr. Taneja formerly served as the President of Bancapital Management Corporation through March 31, 1995. Mr. Taneja also served as a director and the Chief Executive Officer of Bancapital Financial Corporation, the parent company of A.T. Brod & Co., Inc. and as the Chief Executive Officer of A.T. Brod & Co., Inc. Prior to his association with Bancapital and the Company, Mr. Taneja served as Senior Vice President of Union Commerce Bank and Huntington National Bank from 1979 to 1983. ITEM 10. EXECUTIVE COMPENSATION The following table sets forth certain information concerning compensation paid to or earned by the Company's Chief Executive Officer and the President. No executive officer of the Company earned salary and bonus in excess of $100,000 for the fiscal year ended March 31, 1996. The Company's Chairman and Chief Executive Officer for fiscal 1996 and 1997, Mr. Taneja, received no direct compensation from the Company for the fiscal years ended March 31, 1996, 1997, and 1998. Pursuant to a professional Services Agreement by and between the Company and Bancapital, Bancapital provided certain services to the Company at an agreed upon price, including the services of Mr. Taneja. SUMMARY COMPENSATION TABLE
OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) - --------------------------- ---- ------ ----- --------------- Jugal K. Taneja 1998 $----- $----- $------------------ Chairman or the Board 1997 ----- ----- ------------------ 1996 ----- ----- ------------------ Michael J. Diroff 1998 -0- ----- -0- President 1997 90,000 ----- 6,000 1996 90,000 ----- 6,000 Nayan S. Shah 1998 -0- ----- ------------------ Chief Executive Officer 1997 -0- ----- ------------------ 1996 79,200 ----- ------------------
(1) Represents an auto allowance paid to Mr. Diroff during fiscal 1996 and 1997. -6- EMPLOYMENT AGREEMENTS. Under Mr. Diroff's Employment Agreement, he received an annual base salary of $60,000 through April 30, 1993, $66,000 starting May 1, 1993, and $73,000 upon relocation to Cleveland in 1993. After three months in Cleveland, Mr. Diroff's salary was increased to an annual rate of $80,000, and as of April 1, 1995, it was increased to $90,000. Mr. Diroff will receive a performance bonus annually based on achieving required revenues and profits. Mr. Diroff's employment agreement is being reviewed by the Board to provide a performance based compensation plan. Michael J. Diroff resigned form this position on March 31, 1997. DIRECTOR'S FEES. The directors of NuMED Surgical receive $500 per meeting for their services, however, these fees will be suspended until further notice. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the shares of NuMED Surgical Common Stock beneficially owned as of June 23, 1997, by (1) each beneficial owner of more than 5% of such shares known to NuMED Surgical, (2) each director of NuMED Surgical, and (3) all directors and officers of NuMED Surgical as a group.
SHARES OF COMMON STOCK OWNED CURRENTLY NAME AND ADDRESS --------------------- OF BENEFICIAL OWNER AMOUNT % OF CLASS ------------------- ------ ---------- JUGAL K. TANEJA(1) 1,894,316 21.59% 6505 Rockside Road, Suite 400 Independence, OH 44131 MICHAEL J. DIROFF 487,000 5.6% 6505 Rockside Road, Suite 425 Independence, OH 44131 ROBERT P. OTTMAN 123,625 1.41% 170 Holly Drive Fairview, PA 16415 MANJU TANEJA(2) 524,550 5.98% 6505 Rockside Road, Suite 400 Independence, OH 44131 DIRECTORS AND OFFICERS AS A GROUP (3 persons) 2,417,941 27.55%
(1) Includes 449,700 shares held in the name of The First Delhi Trust (a trust for Mr. Taneja's children) and 900,000 shares held in the name of Westminster Trust Company (a partnership in which Mr. Taneja is the general partner). Mr. Taneja has voting rights of the stock held by First Delhi Trust. (2) Ms. Manju Taneja is Jugal Taneja's wife. Mr. Taneja has no voting rights on this stock. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None -7- ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. The Exhibit Index is located on Page 8. No Form 8-K's were filed in fiscal 1996. (EXHIBIT INDEX) (2) Amended, Consolidated and Restated Bill of Sale and Assignment and Assumption Agreement by and among NuMED Home Health Care, Inc., NuMED Technologies, Inc., and NuMED Surgical, Inc. dated April 15, 1994. (Schedule A to Amended, Consolidated and Restated Bill of Sale and Assignment and Assumption Agreement by and among NuMED Home Health Care, Inc., NuMED Technologies, Inc., and NuMED Surgical, Inc. dated April 15, 1994 has been omitted pursuant to Item 601(b)(2) of Regulation S-B and will be provided to the Commission upon request.) Incorporated herein by reference to Exhibit 2(b) to Form 10-SB, File No. 0-24362, filed by NuMED Surgical, Inc. on June 16, 1994. (3)(a) Articles of Incorporation of NuMED Surgical, Inc. dated October 18, 1993. Incorporated herein by reference to Exhibit 3(a) to Form 10-SB, File No. 0-24362, filed by NuMED Surgical, Inc. on June 16, 1994. (3)(b) By-Laws of NuMED Surgical, Inc. Incorporated herein by reference to Exhibit 3(b) to Form 10-SB, File No. 0-24362, filed by NuMED Surgical, Inc. on June 16, 1994. (4) Provisions of Nevada General Corporation Law addressing stockholder rights and liabilities. Incorporated herein by reference to Exhibit 4 to Form 10-SB, File No. 0-24362 by NuMED Surgical, Inc. on June 16, 1994. (10)(a) Agreement between AMATECH Corporation and NuMED Surgical, Inc. dated February 11, 1991.Incorporated herein by reference to Exhibit 10(a) to Form 10-K, File No. 33-19243-D, filed by NuMED Home Health Care, Inc. on July 13, 1992. (10)(b) Technology Transfer Agreement between NuMED Technologies, Inc. and The Cleveland Clinic Foundation dated August 21, 1991. Incorporated herein by reference to Exhibit 10(c) to Form 10-K, File No. 33-19243-D, filed by NuMED Home Health Care, Inc. on July 13, 1992. (10)(c) Technology Transfer Agreement between NuMED Technologies, Inc. and Dr. Amin El Mallawany dated February 11, 1992. Incorporated herein by reference to Exhibit 10(d) to Form 10-K, File No. 33-19243-D, filed by NuMED Home Health Care, Inc. on July 13, 1992. (10)(d) Employment Agreement between NuMED Home Health Care, Inc. and Michael J. Diroff dated January 1, 1993. Incorporated herein by reference to Exhibit 10(cc) to Form 10-K, File No. 33-19243-D, filed by NuMED Home Health Care, Inc. on June 28, 1993. -8- (10)(e) Technology Transfer Agreement between NuMED Home Health Care, Inc. and The Cleveland Clinic Foundation dated February 1, 1993. Incorporated herein by reference to Exhibit 10(ee) to Form 10-K, File No. 33-19243-D, filed by NuMED Home Health Care, Inc. on June 28, 1993. (10)(f) Professional Services Agreement between Bancapital Corporation and NuMED (Surgical/Medical Products Division) dated January 1, 1993. Incorporated herein by reference to Exhibit 10(gg) to Form 10-K, File No. 33-19243-D, filed by NuMED Home Health Care, Inc. on June 28, 1993. (10)(g) Employment Agreement between NuMED Surgical, Inc. and Nayan S. Shah, PhD dated May 2, 1995. Incorporated herein by reference to Exhibit 10(g) to Form 10-KSB, File No. 0-24362, filed by NuMED Surgical, Inc. on July 13, 1995. (10)(h) Acquisition Agreement between NuMED Surgical, Inc. and the McKenney Group dated July 31, 1995. Incorporated herein by reference to Exhibit 10(h) to Form 10KSB, File No. 33-19243-D, filed by NuMED Surgical, Inc. on June 28, 1996. (10)(i) Service/Distribution Agreement between NuMED Surgical, Inc. and Health Products and Technologies Inc. dated January 23, 1996. Incorporated herein by reference to Exhibit 10(i) to Form 10KSB, File No. 33-19243-D, filed by NuMED Surgical, Inc. on June 28, 1996. (10)(j) Settlement Agreement between NuMED Surgical, Inc. and Marlow Surgical Technologies, Inc. dated January 25, 1996. Incorporated herein by reference to Exhibit 10(j) to Form 10KSB, File No. 33-19243-D, filed by NuMED Surgical, Inc. on June 28, 1996. (10)(k) ## Acquisition Agreement between NuMED Surgical, Inc. and AMATECH Corporation dated March 31, 1997. Incorporated herein by reference to Exhibit 10(k) to Form 10KSB, File No. 33-19243-D, filed by NuMED Surgical, Inc. on June 26, 1997. - --------------------------- ## Filed herewith -9- SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NuMED SURGICAL, INC. Date 9/23/98 By /s/ Jugal K. Taneja ------------- ------------------------------- Jugal K. Taneja, Chief Executive Officer/Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated: SIGNATURE TITLE DATE /s/ Jugal K. Taneja - ----------------------- Chief Executive Officer/ Jugal K. Taneja Director /s/ Robert P. Ottman - ----------------------- Director Robert Ottman -10- [LETTERHEAD] INDEPENDENT AUDITORS' REPORT To the Board of Directors NuMed Surgical, Inc. Clearwater, Florida We have audited the statements of net deficiency in liquidation of NuMed Surgical, Inc. (a Nevada corporation) as of March 31, 1998, and the related statements of changes in net deficiency in liquidation for the year 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. The financial statements of NuMed Surgical, Inc. as of March 31, 1997 were audited by Ernst & Young, LLP, whose report dated June 4, 1997 expressed an unqualified opinion on those statements. 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. As discussed in Note A to the financial statements, effective March 31, 1997 the Company sold the majority of its operating assets and effectively ceased operations. The Company is presently in the process of liquidation, and management's plans in regard to this matter are further discussed in the notes to the financial statements. Therefore, at March 31, 1997 the Company has changed its basis of accounting from the going-concern basis to a liquidation basis. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets in liquidation of NuMed Surgical, Inc. as of March 31, 1998, and the changes in net assets in liquidation for the year then ended, in conformity with generally accepted accounting principles. /s/ Kirkland, Russ, Murphy & Tapp May 29, 1998 F-1 NUMED SURGICAL, INC. STATEMENTS OF NET DEFICIENCY IN LIQUIDATION YEARS ENDED MARCH 31, 1998 AND 1997
1998 1997 ------------ ------------ ASSETS Current assets: Cash $ 8,274 35,341 Accounts receivable 13,270 63,322 Allowable for bad debts (13,270) (16,370) Inventories - 8,272 Prepaid expenses and other assets - 300 ----------- ----------- Total assets $ 8,274 90,865 ----------- ----------- ----------- ----------- LIABILITIES AND NET DEFICIENCY Current liabilities: Accounts payable $ 500 32,708 Accrued expenses 16,437 14,760 Due to AMATECH - 47,695 ----------- ----------- Total current liabilities 16,937 95,163 Net deficiency in liquidation, attribute to 8,775,685 shares $ (8,663) (4,298) ----------- ----------- ----------- -----------
See notes to financial statements and auditors' report. F-2 NUMED SURGICAL, INC. STATEMENT OF CHANGES IN NET DEFICIENCY IN LIQUIDATION YEAR ENDED MARCH 31, 1998
Increase in net assets (liabilities) in liquidation: Sales $ 3,918 Bad debt recovery 3,101 ------------- Decreases in net assets (liabilities) in liquidation: Cost of goods sold (16,760) Professional fees (13,012) Occupancy (6,432) Office expense (1,283) Other (6,112) ------------- Decrease in net assets (liabilities) in liquidation before adjustments (36,580) Adjustments of estimated values 32,215 ------------- Decrease in net assets (liabilities) in liquidation (4,365) Beginning net assets in liquidation (4,298) ------------- Ending net assets (liabilities) in liquidation $ (8,663) ------------- ------------- Loss per share: Loss attributable to common stockholders $ (4,365) Net loss per common share (basic and diluted) - ------------- ------------- Weighted average common stock outstanding (basic and diluted) 8,775,685 ------------- -------------
See notes to financial statements and auditors' report. F-3 NUMED SURGICAL, INC. STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1997
1997 ----------- Net sales $ 488,340 Cost of goods sold 304,199 ---------- Gross profit (loss) 184,141 Selling, general and administrative expenses: Salary and benefits 98,890 Professional fees 30,544 Travel and entertainment 8,397 Occupancy 15,008 Advertising and marketing 23,687 Insurance 17,050 Research and development expense 242 Office expense 7,132 Depreciation, amortization and write off of long lived assets 68,605 Bad debt 9,492 Other 11,175 ---------- Total selling, general and administrative expenses 290,222 ---------- Operating loss (106,081) Other income (expense): Interest expense (6,189) Interest income 3 Gain on sale of assets 19,435 Other expense (525) Bad debt recovery - ---------- Total other income (expense) 12,724 ---------- Net loss $ (93,357) ---------- ---------- Net loss per share $ .01 ---------- ---------- Shares used in computing per share information 8,775,685 ---------- ----------
See notes to financial statements and auditors' report. F-4 NUMED SURGICAL, INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 1997
1997 ----------- Cash flows from operating activities: Net loss $(93,357) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation, amortization and write off of long lived assets 68,605 Gain from the sale of assets (19,435) Provision for bad debts write off of long lived assets 9,492 Increase (decrease) in cash due to net changes in operating assets and liabilities: Accounts receivable (12,757) Inventories 43,384 Prepaid expenses and other current assets - Accounts payable (6,387) Accrued expenses (12,584) ------- Net cash used in operating activities (23,039) ------- Cash flows from investing activities - Proceeds from sale of product line 92,695 ------- Cash flows from financing activities: Proceeds from short-term borrowings 23,000 Payments on line of credit (64,544) ------- Net cash used in financing activities (41,544) ------- Increase (decrease) in cash 28,112 Cash at beginning of period 7,229 ------- Cash at end of period $ 35,341 ------- -------
See notes to financial statements and auditors' report. F-5 NUMED SURGICAL, INC. FOR THE YEAR ENDED MARCH 31, 1997
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------------------------------- Net assets Common stock (deficiency) in -------------------------- Paid-in Accumulated liquidation at Shares Value capital deficit Total March 31, 1997 ----------- ------- ---------- ----------- -------- -------------- Balance at March 31, 1996 8,775,685 $ 8,776 473,222 (392,939) 89,059 - Net loss - - - (93,357) (93,357) - ----------- ------- ---------- ----------- -------- ------- Balances at March 31, 1997 before liquidation basis of accounting 8,775,685 8,776 473,222 (486,296) (4,298) - Changes in basis of accounting - (8,776) (473,222) 486,296 4,298 (4,298) ----------- ------- ---------- ----------- -------- ------- Balances at March 31, 1997 after the liquidation basis of accounting 8,775,685 $ - - - - (4,298) ----------- ------- ---------- ----------- -------- ------- ----------- ------- ---------- ----------- -------- -------
See notes to financial statements and auditors' report. F-6 NUMED SURGICAL, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 AND 1997 A. DESCRIPTION OF THE COMPANY AND BASIS OF PRESENTATION OF SALE OF ASSETS NuMed Surgical, Inc. (NuMed or the Company) has been actively engaged in the research, development and distribution of medical instruments and surgical supplies since February 1991 to the health care market. Effective March 31, 1997, the Company made the decision to sell its remaining major product line to AMATECH Corporation (AMATECH) and adopted a plan of liquidation. As a result, the assets remaining at March 31, 1997 are recorded at net realizable value. All operating assets were disposed of by March 31, 1998. In an agreement effective March 31, 1997, NuMed sold approximately $25,565 of inventory, $47,695 of accounts receivable and all other assets pertaining to the business of design, manufacture, sales or marketing of patient positioning products, disposables and pads to AMATECH. Consideration given to NuMed was the payment of its $64,544 line of credit and forgiveness of the $27,695 of accounts payable to AMATECH and $456 cash. The Company recorded a gain of $19,435 as a result of the sale. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SALES Provision has been made for returns of certain surgical medical products for which customers are entitled to a fourteen day trial evaluation. Credit is extended based on an evaluation of the customer's financial condition and collateral is not generally required. INVENTORIES Inventories are carried at the lower of cost or net realizable value. The cost of inventories is determined under the first-in, first-out (FIFO) method. Inventories consist mainly of surgical table accessories and assisted living products. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. (continued) F-7 NUMED SURGICAL, INC. NOTES TO FINANCIAL STATEMENTS EARNINGS PER SHARE In the fourth quarter of fiscal 1998, the Company adopted Statement of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). Under SFAS 128, basic net loss per share of common stock is computed by dividing income available to common stockholders by the weighted average number of common shares actually outstanding during the period. Diluted net loss per share of common stock presents income attributable to common shares actually outstanding plus dilutive potential common shares outstanding during the period. C. LONG-LIVED ASSETS In the fourth quarter of fiscal 1997, NuMed wrote off the balance of long-lived assets to amortization expense of $34,849 in accordance with FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to be Disposed of". The long-lived assets included organizational costs, an exclusive distribution agreement, leasehold improvements and prototype equipment which have no realizable value at March 31, 1997 given management's intent to liquidate the Company as discussed in Note A. D. INCOME TAXES Deferred taxes reflect the impact of temporary differences between the financial statements and tax bases of assets and liabilities primarily relating to net operating losses.
March 31, 1998 1997 -------- --------- Deferred tax assets: Total deferred tax assets $ 185,894 203,350 Total deferred tax liability - Valuation reserve (185,894) (203,350) -------- -------- Net deferred tax asset $ - - -------- -------- -------- --------
Due to the existence of the net operating losses that have been fully reserved, no provision for income tax is required for 1998 or 1997. Net operating loss carryforwards of approximately $451,000 expire through years 2009 and 2013. F-8 EX-27 2 EXHIBIT 27
5 YEAR MAR-31-1998 APR-01-1997 MAR-31-1998 8,274 0 13,270 (13,270) 0 0 0 0 8,274 16,937 0 0 0 0 (8,663) 274 3,918 3,918 16,760 16,760 26,839 0 0 (39,681) 0 (39,681) 0 0 35,516 (4,360) 0 0 VALUE FOR EPS DILUTED TAGS FOR PRIOR FDSs DID NOT CHANGE. THEREFORE, NO RESTATED FDSs WERE FILED.
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