UNITED STATES 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
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
For the period ended December 31, 2001
Commission file number 0-17268
PANAMED CORPORATION
(Formerly known as MICRON SOLUTIONS, INC.)
----------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 86-0577075
--------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
537 Constitution Avenue, Suite A, Camarillo, CA 93012
------------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone number: (805) 383-3924
---------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 Per Share
----------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filings requirements for the past 90 days. Yes [X] No [
]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB
or any amendment to the Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $0.00
State the aggregate market value of the voting and non-voting common
equity held by non- affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days: $72,030,120 as of April
15, 2002, based on 12,005,020 shares of the 22,155,020 shares of the Company's
common stock not held by officers or directors valued at $6.00 per share.
1
PART I
--------------------------------------------------------------------------------
ITEM 1. DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------
(a) Business Development
PANAMED CORPORATION. (the "Company" or the "Registrant" ) is a Nevada
corporation which was originally incorporated on September 5, 1997 under the
name Micron Solution, Inc. On December 4, 1997, Shillelagh Ventures Chartered
("Shillelagh"), a Utah corporation, was acquired by the Company through a
merger.
Shillelagh was originally incorporated under the laws of the State of
Utah on January 18, 1974 under the name of Northwestern Construction Company
("Northwestern"). Northwestern became a publicly-held company on August 27, 1976
through a distribution of 24,000 shares of its common stock to the stockholders
of World Electors, Inc. On January 28, 1987 it changed its name to Shillelagh
Ventures, Chartered.
On April 15, 1987 Shillelagh offered 5,000,000 shares of its common
stock through a Private Placement Memorandum. On June 10, 1988, the Company
offered a maximum of 1,625,000 units and a minimum of 900,000 units consisting
of one (1) share of common stock and one (1) Class A Warrant per Unit. The
Company filed a Registration Statement on Form S-18 with respect to the Units of
the Company offered.
Shillelagh was a reporting company, filing under Commission file number
0- 17268. To management's knowledge, the last filing made on Shillelagh's behalf
was a Form 10-Q filed in the first quarter of 1989. At that time, Shillelagh was
a start-up company which intended to engage in the satellite communications
business and the leasing of related and other equipment. Some time after that
date, Shillelagh became inactive. In July of 1992, Shillelagh's charter was
revoked by the State of Utah and the Company was involuntarily dissolved.
Having learned that the Company had been dissolved and abandoned by
past management, a group of shareholders sought to have Shillelagh's charter
reinstated in 1997. In that regard, a petition to reinstate Shillelagh's charter
was filed in the Third District Court in Salt Lake County, State of Utah on
April 28, 1997. On August 12, 1997, the Third District Court entered an order
reinstating the Company's charter. The shareholders then installed new
management.
The Company's management then entered into a merger agreement with
Micron Solutions, Inc., a Nevada corporation on September 9, 1997. Micron was
incorporated on September 5, 1997 for the purpose of this merger. At the time of
the merger, Shillelagh had an authorized capitalization of 10,000,000 shares of
common stock, having a par value of $0.005 per share, of which 9,908,002 shares
were issued and outstanding. At that same time, Micron had a capitalization of
100,000,000 shares of common stock, having a par value of $0.001 per share, of
which 1,000 shares were outstanding. Micron, the Nevada corporation, was the
surviving corporation.
Effective March 1, 2002, Micron Solutions, Inc. entered into an
exchange agreement with PanaMed, Inc., a California corporation. Under the terms
of the exchange agreement, PanaMed obtained equity and management control of the
Company by exchanging all the issued and outstanding shares of PanaMed for 21
million shares of the Company's common stock. The exchange agreement represents
not only a change in control of the Company, but a change in the Company's
principal line of business. Under the terms of the exchange agreement with
PanaMed. The Company's issued and outstanding shares underwent a 10 to 1 reverse
split and the number of shares of the company's authorized common stock was
decreased from 100,000,000 to 10,000,000.
Currently, the Company has a capitalization of 10,000,000 shares of
common stock with a par value of $0.001 per share, of which 22,155,020 shares
are issued and outstanding. The Company currently has approximately 500
shareholders.
2
(b) BUSINESS OF THE ISSUER
(1) Principal products and Services
The company is engaged in the bio-tech industry, with a primary focus
on testing and distributing a patented line of therapeutics offered by Havel
Investments Limited and used in treating certain disorders, including HIV/AIDS,
Herpes 1&2, and Shingles. The company currently has an exclusive license to test
and distribute Havel's treatments for HIV/AIDS within the continent of Africa.
The therapeutics can be described as an immuno-modulating biological
compound which can be used to target the virus for elimination by the body's own
immune system. The therapeutics are expected to provide a number of advantages
over conventional HIV/AIDS medication, including; simple to administer
(sublingual application), minimal side effects, effective against different HIV
viral derivatives, cost effective, and non-patient specific. Because of these
advantages, the therapeutics are expected to be particularly suitable for large
scale treatment programs.
The therapeutics are provided in liquid form, with an average of 150
doses per bottle. Treatments are applied sublingually using a small dropper or
spray dispenser. The therapeutics are sensitive to temperature and
contamination, and therefore must be stored in a refrigerator and the
solution/dropper must remain sterile at all times.
An HIV/AIDS patient will typically receive 4 doses per day until their
viral load has dropped significantly toward the ND level, and then go on 1 dose
per day for a maintenance period. Past anecdotal case study trials conducted
with 3 human HIV/AIDS patients have shown these therapeutics to be effective in
reversing the HIV viral load to a non-detect (ND) level. In all cases the
patients have remained at an ND level since initially reaching the ND level (one
of these patients has a 5 year history of maintaining the ND level). All
patients have remained on a maintenance program of 1 dose per day since reaching
the ND level.
The amount of time required to reduce the viral load to ND is expected
to vary anywhere from 3 months to 24 months, with the time period depending on;
1) the viral load level prior to starting treatment, 2) the general health of
the patient and 3) how well the patient adheres to the rules and procedures of
the treatment program.
(2) Distribution Methods
The Company plans to launch case study pre-clinical trials in the
continent of Africa in mid summer 2002. If positive results are achieved from
these trials, the company will use the results to seek funding for a large scale
program to distribute the products throughout Africa using a network of over
10,000 missionaries.
(3) Status of Publicly Announced New Products or Services
On February 8, 2002, the Company issued a press release announcing the
signing of a letter of intent between Micron Solution, Inc., and PanaMed
Corporation. This press release indicated that the parties had signed a letter
of intent to pursue a reverse merger and that under the terms of the merger the
Company's shares will undergo a 10 to 1 reverse split of Micron's 3.9M shares,
prior to issuing 21 million shares of stock to PanaMed shareholders. This press
release also briefly described PanaMed's business and indicated that PanaMed's
management would take control of the combined Company.
3
On or about February 28, 2002, the Company issued a press release
indicating that management had formally signed a reorganization agreement to
combine Micron with PanaMed, Inc. This press release indicated that the
reorganization would become effective March 1, 2002 but indicated that numerous
followup transactions were required to complete the reorganization. Such
transactions included completing documentation to effect date 10 to 1 reverse
split of the Company's shares, change in the name of the Company to PanaMed
Corporation and to taking any other appropriate steps to complete the
reorganization of the Company.
On or about March 5, 2002, the Company issued a press release
announcing that the Company had successfully reorganized and that the Company
had commenced operations as PanaMed Corporation.
On or about March 11, 2002, the Company issued a press release
indicating that the Company plans to test and distribute a proprietary, cost
effective line of immuno- modulating therapeutic compounds for the treatment of
HIV/AIDS. The press release indicated that the Company plans to launch formal
clinical trials in April of 2002 within the continent of Africa. The press
release also indicates that upon the completion of successful trials the Company
will undertake a distribution program.
(4) Competitive Business Conditions
PanaMed is faced with the possibility of competition from a wide
variety of pharmaceutical companies, each with well equipped staff's and
research facilities. At the present time, these competitors are better financed
and operate with greater capital than PanaMed. There can be no assurance that
the current and future competitors of PanaMed will not succeed in developing
products and pricing that are more widely accepted in the marketplace or that
will render PanaMed's products noncompetitive.
In addition, certain of such current and future competitors of PanaMed
will have the resources required to respond effectively to market changes or to
compete successfully with more aggressive pricing policies than PanaMed. There
can be no assurance that PanaMed will be able to compete successfully with
current or future competitors or that competitive pressures will not have a
material adverse effect PanaMed's business, financial condition and results of
operations.
(5) Dependence on Major Customers
The Company does not have a base of customers. Management anticipates
that the demand for its products will come primarily from the general public
with the illnesses identified above.
(6) Intellectual Property
As stated above, the Company has obtained exclusive licensing rights to
distribute a proprietary line of immuno-modulating therapeutic compounds for the
treatment of HIV/AIDS. In this regard, the Company has entered into a licensing
agreement for the use of various patented methods for the treatment of the
illnesses identified in section one above.
(7) Effect of Governmental Approval and Regulation
The Company is subject to various FDA regulations and/or foreign regulatory
bodies which govern or influence the research, testing, manufacturing, safety,
labeling, storage, record keeping and advertising and promotion of
pharmaceutical products and medical devices.
4
The Company believes it is in compliance with all material foreign,
domestic and state laws and regulations. There can be no assurance, however,
that the Company will be able, for financial and other reason, to continue to
comply with applicable laws, rules and regulations. Failure or delay by the
Company and/or its designated agents to comply with FDA regulations or other
applicable regulatory requirements could subject the Company to civil remedies,
including fines, suspensions, delays of approvals, injunctions, recalls or
seizures of products, operating restrictions, as well as potential criminal
sanctions, which could have a material adverse effect on the Company.
The Company's research, development, clinical trials, manufacturing and
marketing of its products, are subject to an extensive, rigorous and frequently
changing regulatory review process by the FDA and other regulatory agencies in
the U.S. and various foreign countries. The process of obtaining and maintaining
required regulatory approvals is lengthy, expensive and uncertain. For example,
FDA procedures for approval of pharmaceuticals and biologics involve clinical
testing which occurs in three phases to demonstrate the safety and efficacy of
the product. Phase 1 clinical trials consist of testing for the safety and
tolerance of the product with a small group of subjects and may also yield
preliminary information about the effectiveness and dosage levels of the
product. Phase II clinical trials involve testing for efficacy, determination of
optimal dosage, and identification of possible side effects in a larger patient
group. Phase III clinical trials consist of additional testing for efficacy and
safety with an expanded patient group. Upon successful completion of Phase III
testing, a New Drug Application ("NDA") can be filed. Approval requires a review
of detailed data resulting from the clinical studies, the composition of the
drug, the labeling that will be used, information on manufacturing methods, and
samples of the products. After the FDA completes its review of the application,
a panel of medical experts typically reviews the products, and the applicant is
required to answer questions regarding its safety and efficacy. At the
recommendation of the panel, an NDA may be granted and the product may then be
marketed. After the product has been approved for marketing, Phase IV
post-marketing surveillance studies may be required to provide additional data
to the FDA for longer term follow-up concerns.
There can be no assurance that regulatory clearance will not take
longer than currently anticipated because of delays, problems or unforeseen
safety difficulties or that regulatory clearance will ever be granted, although
the Company believes that the appropriate regulatory clearance ultimately will
be forthcoming. Failure to obtain the proper regulatory approval will prevent
the Company from marketing the product, which would have a material adverse
effect on the Company's business, financial condition and results of operations.
Even if regulatory approval is obtained, a marketed pharmaceutical product and
its manufacturer are subject to continuing regulatory review, and discovery of
previously unknown problems or amendments to existing statutes or regulations or
the adoption of new statutes or regulations could result in restrictions on such
product or manufacturer, including withdrawal of the product from the market.
The manufacturing processes of the Company's products will be subject
to certain regulatory guidelines. For example, the FDA establishes guidelines as
GMP (Good Manufacturing Practice). All pharmaceutical manufacturers operating or
distributing product in the USA must conform to these guidelines. The FDA
inspects these facilities on a regular basis and notes any deficiencies. The
facility must correct such deficiencies within a specified period of time.
Any new pharmaceutical facility must go through a strict inspection by
the FDA, in a full audit, and then adhere to the guidelines. Any facility not
adhering to these guidelines is subject to disciplinary action.
(8) Cost of Environmental Regulation
The Company anticipates that it will have no material costs associated
with compliance with either federal, state or local environmental law.
(9) Employees
As of April 12, 2002, the Company had 4 full-time and 2 part-time
employees. Three of the employees are also officers and directors of the
Company. None of the Company's employees are represented by a labor union, and
the Company considers its employee relations to be good. The Company expects the
number of employees to grow over the next twelve months in accordance with
operational plans.
5
(c) Reports to Security Holders
To the extent that the Company is required to deliver annual reports to
security holders through its status as a reporting company, the Company shall
deliver annual reports. Also, to the extent the Company is required to deliver
annual reports by the rules or regulations of any exchange upon which the
Company's shares are traded, the Company shall deliver annual reports. If the
Company is not required to deliver annual reports, the Company will not go the
expense of producing and delivering such reports. If the Company is required to
deliver annual reports, they will contain audited financial statements if
audited financial statements are required.
Prior to the filing of the Form 10-KSB, the Company had not filed
reports with the Securities and Exchange Commission since 1989. Management
anticipates that Forms 10-KSB, 10-QSB, and 8-K along with appropriate proxy
materials will have to be filed as they come due. If the Company issues
additional shares, the Company may file additional registration statements for
those shares.
The public may read and copy any materials the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by call the Commission
at 1-800-SEC-0330. The Commission maintains an Internet site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the Commission. The Internet address of
the Commission's site is http://www.sec.gov).
--------------------------------------------------------------------------------
ITEM 2. DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------
(a) Principal Plants and Property and Description of Real Estate and
Operating Data.
The Company's executive offices now are located and substantially all
of its operating activities are conducted from office space at two locations: 1)
537 Constitution Avenue, Suite A, Camarillo, California 93012, telephone (805)
383- 3924, and 2) 1720 Market Tower, 10W. Market St., Indianapolis, IN 46204
(866) 727-0702.
The Company maintains its statutory office at 50 West Liberty Street,
Reno, Nevada 89501, telephone (775) 322-0626. The Company does not own any real
estate.
(b) Investment Policies
The Company's plan of operations is focused on the development of
research- related services described in Item (1) of this part. Accordingly, the
Company has no particular policy regarding each of the following types of
investments:
(1) Investments in real estate or interests in real estate;
(2) Investments in real estate mortgages; or
(3) Securities of or interests in persons primarily engaged in
real estate activities.
--------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------
The Company is not party to, and none of the Company's property is
subject to, any pending or threatened legal, governmental, administrative or
judicial proceedings that will have a materially adverse effect upon the
Company's financial condition or operation.
6
--------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------
To management's knowledge, the company has not submitted any matter to
a vote of all of the shareholders in over five years. Since 1997, shareholder
action has been taken via majority shareholder consent pursuant to applicable
provisions of Nevada state law.
PART II
--------------------------------------------------------------------------------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------
(a) Market Information
Quotations for the Company's common stock are made on the system of the
National Association of Securities Dealers, Inc. ("NASDAQ"), known on the Over
the Counter Bulletin Board under the symbol "PANA" and formerly under the symbol
MCSU.
The following table sets forth the range of high and low bid prices for
the Company's Common Stock for each quarterly period indicated as reported by
the Research Department of the NASDAQ Stock Market, Inc. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions. The Research Department of the NASDAQ
Stock Market, Inc. has indicated that high/low bid information is unavailable
for certain periods:
Common Stock
Quarter Ended High Bid Low Bid
------------- -------- -------
December 31, 2001 $ 0.05 $0.05
September 30, 2001 Unavailable Unavailable
June 30, 2001 Unavailable Unavailable
March 31, 2001 Unavailable Unavailable
December 31, 2000 Unavailable Unvailable
September 28, 2001 Unavailable Unavailable
June 29, 2001 Unavailable Unavailable
March 30, 2002 Unavailable Unavailable
(b) Holders
There were approximately 527 holders of record of the Company's common
stock as of March 26, 2002.
(c) Dividends
There have been no cash dividends declared on any class of the common
stock in the last two (2) fiscal years. The Company's ability to pay dividends
has been limited by the Company's lack of revenues and cash available to pay
such dividends. Management does not anticipate that dividends will be paid in
the future.
(d) Issuance of Shares in the Last Three Years Prior to December 31, 2001.
On or about May 18, 1998, the Company issued a total of 500 shares of
its common stock to Mark Riddle in exchange for services to the corporation
which consisted of assisting in the formation of Micron Solutions, Inc. and the
payment of some of the expenses attached thereto. The number of shares were
arbitrarily determined and carry a value of $0.50 on the Company's balance
sheet. Such shares were issued pursuant to the exemption from registration
contained in Section 4(2) of the Securities Act of 1933, as amended.
On or about May 18, 1998, the Company issued a total of 500 shares of
its common stock to John J. Badger in exchange for services to the corporation
which consisted of assisting in the formation of Micron Solutions, Inc. and the
7
payment of some expenses attached thereto. The number of shares were arbitrarily
determined and carry a value of $0.50 on the Company's balance sheet. Such
shares were issued pursuant to the exemption from registration contained in
Section 4(2) of the Securities Act of 1933, as amended.
In February of 1997, the Company issued 2,500,000 shares to John J.
Badger and 2,500,000 to Mark Riddle in connection with their services rendered
regarding the reinstatement of the Company's charter and for funds they advanced
to the Company in connection with the corporation's reinstatement and audit of
its financial statements. Mr. Badger's shares were subsequently transferred to
Capital Recovery Corp. and Equity Redemptions, Inc., entities owned and
controlled by Tiffany Zuzu, the Company's treasurer and a director of the
Company. All such shares were issued in reliance on the exemption from
registration contained in Section 4(2)of the Securities Act of 1933, as amended,
and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.
--------------------------------------------------------------------------------
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
--------------------------------------------------------------------------------
Statements contained herein that are not historical facts are forward-looking
statements, as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although the Company believes that expectation reflected in such
forward-looking statements are reasonable, the forward-looking statements are
subject to risks and uncertainties that could cause results to differ from those
projected. The Company cautions investors that any forward-looking statements
made by the Company are not guarantees of future performance and that actual
results may differ materially from those in the forward- looking statements.
Such risks and uncertainties include, with limitation: well established
competitors who have substantially greater financial resources and longer
operating histories, changes in the regulatory environment in which the Company
competes, and access to sources of capital.
The Company has not had revenues in the last two (2) years.
Accordingly, management's plan of operations follows:
Plan of Operation
Early in 2002, the Company's president, Tiffany Zuzu, died. As a result
the Company business suffered serious setbacks. Given the Company's
circumstances, management decided it was in the Company's best interest to enter
into the exchange agreement with PanaMed identified in Part I, Item 1 above.
Accordingly, the Company's plan of operation has changed.
As PanaMed, the Company will undertake a program to launch clinical
trials for the Havel products described in Part I, Item 1 above. If positive
results are shown, the Company plans to seek humanitarian funding for
distributing the AIDS/HIV treatments throughout Africa. Possible sources
include;
- African Governments
- United Nations
- World Bank
- Gates Foundation
PanaMed plans to develop a system for monitoring patient progress,
recording the results, and storing the results in a safe and centralized
location. The system will allow a patient's progress to be monitored at
different treatment centers, while insuring accurate patient identification.
The system will be comprised of two parts, the Remote System and the Central
Data Base. The following provides a brief description of each:
Remote System
The Remote System (RS) is a small, low cost, portable system which will
be used in the treatment centers for analyzing blood, capturing and storing
patient blood panels, entering relevant patient information, and transmitting
patient records to the Central Data Base for long term storage. At least one
Remote System will be provided to support each treatment center. The following
components are included with each system:
(1) Portable Computer
(2) Portable Blood Analyzer
(3) Fingerprint Identification System
(4) Communication Link
(5) Remote System (RS) software application
8
The Fingerprint Identification System, Communication Link, and Blood
Analyzer components are connected directly to the Laptop computer and operate
under control of the RS software.
The Fingerprint Identification System provides the capability for the
patient's finger prints to be captured with a digital scanner and stored as a
digital image file. The digital image is processed with special software
designed to create a unique ID code based on the image captured. The ID code is
used as a password to open the patient's record, providing a quick and easy way
to access the correct file and to insure that each patient receives the proper
medication and treatment instructions. Once a patient's file is open, the RS
menu structure provides a means to enter all relevant information needed to
maintain good records (i.e. patient's contact info, physician's name, health
history, current condition, etc.). The patient's blood sample can be applied to
the Blood Analyzer, which in turn creates a complete blood panel report. The
report is automatically entered into the associated patient's file, providing a
valuable component to the patient's medical record. The patient files will be
stored on RS hard disk during the day and transmitted at night, via phone line
or satellite communication, to the Central Data Base for safe keeping.
Central Data Base
This is a computer based system installed in a safe and secure
facility. The Central Data Base has the capability to communicate with each
Remote System in the field and thereby transmit/receive patient records on a
daily basis. Patient records will be stored on hard disk for instant access and
also recorded on aperture card microfilm for data base backup and long term (100
years)storage. The aperture card provides a permanent record of patient files
which cannot be altered, thereby eliminating any question of tampering after the
results are recorded. Also, the aperture cards provide an ideal means of
maintaining and accessing patient files accumulated over a long period of time.
For example, a 15 year medical history for John Doe can be easily and instantly
accessed from a small stack of cards stored together in a single location. Other
storage methods might require accessing small parts of a different mediums store
in different locations due to the long period of time involved.
The Central Database is comprised of the following components:
(1) Communication Link
(2) Computer System
(3) hard Disk Storage System
(4) Aperture Card Recorder
--------------------------------------------------------------------------------
ITEM 7. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000
9
MICRON SOLUTIONS, INC.
TABLE OF CONTENTS
-----------------
Page
----
No.
ACCOUNTANT'S AUDIT REPORT F-1
FINANCIAL STATEMENTS
Balance Sheets F-2
Statements of Operations F-3
Statements of Changes in Stockholder's Equity F-4 - F-5
Statements of Cash Flows F-6
NOTES TO FINANCIAL STATEMENTS F-7 - F-8
DALE Mcghie Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT 1539 Vassar St. Reno, Nevada 89502
Tel: 702-332-7744
Fax: 702-332-7747
To the Board of Directors
Micron Solutions Inc.
Reno, NV
ACCOUNTANT'S AUDIT REPORT
-------------------------
I have audited the accompanying balance sheets of Micron Solutions, Inc. (a
development stage company as of December 31, 2001 and 2000, and the related
statements of operations, changes in stockholders' equity and cash flows for the
year ended December 31, 2001 and 2001. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion of these financial statements bases on my audit.
I have conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining on 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.
I believe that my audit provides a reasonable basis for my audit.
In my opinion the statements referred to above present fairly, in all material
respects, The financial position of Micron Solutions Inc. as of December 31,
2001 and 2000 and the results of its operations, and cash flows for the years
then ended and from inception to December 31, 2001, are in conformity with
generally accepted accounting principles
As described in Note 1 to the financial statements, Micron Solutions Inc. is a
development stage company, and its ability to continue as a going concern is
dependent on attaining future profitable operations. The financial statements do
not include any adjustments that might result from the outcome if this
uncertainty. Reno Nevada
/s/ DALE Mcghie
---------------
DALE Mcghie
F-1
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FOR THE YEAR ENDED
DECEMBER 31, 2001 AND 2000
ASSETS
------
December-31 December-31
2001 2000
-------- --------
CURRENT ASSETS
Cash $ 302 $ 270
(noteR3)eivable - Officers 2,500 4,500
-------- --------
TOTAL CURRENT ASSETS 2,802 4,770
-------- --------
PROPERTY AND EQUIPMENT
Equipment 13,512 13,512
less accumnulated deprec 4,054 1,352
-------- --------
9,458 12,160
-------- --------
TOTAL ASSETS $ 12,260 $ 16,930
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts Payable $ 3,311 $ 1,217
-------- --------
STOCKHOLDER'S EQUITY
Common Stock; $0.001 par
value, 100,000,000 shares
authorized; issued and outstanding
3,965,200 at December 31, 2001 3,965 3,965
Paid in Capital 51,997 44,164
Deficit accumulated during
the development stage (47,013) (32,416)
-------- --------
Total equity 8,949 15,713
-------- --------
$ 12,260 $ 16,930
======== ========
The accompany notes are an integral part of these financial statements
F-2
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
(see accountants report)
Accumulated
Deficit from
Ineption of
YEAR ENDED YEAR ENDED Development
12/31/2001 12/31/2000 Stage to
12/31/01
-------- -------- --------
REVENUE $ 13 $ -- $ 13
-------- -------- --------
OPERATING COSTS AND
EXPENSES
Legal & Professional 8,516 6,902 26,471
Organizational Costs -- -- 12,027
Bank Fees 166 84 389
Credit Card Fees 315 338 674
Depreciation 2,702 1,352 4,054
Office Supplies -- 68 68
Postage 250 300 550
Printing -- 133 133
Repair and Miantenance 1,160 -- 1,160
Rent 1,500 -- 1,500
-------- -------- --------
Expenses 14,609 9,178 47,026
-------- -------- --------
Net Income (loss) $(14,596) $ (9,178) (47,013)
======== ======== ========
loss per share $ (0.003) $(0.0030)
======== ========
The accompany notes are an integral part of these financial statements
F-3
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001
Accumulated
Deficit since
Common Stocks Paid in inception of
Issued Amount Capital Development Stage
----------- ----------- ----------- -----------
Balance Deeember 31, 1996
as restated (note 1) 9,816,004 $ 49,080 $ 1,897,151 --
Write off Liabilities note 1
Reverse stock split of
five shares surrendered
for one share issued (7,852,804) (47,117) 47,117 --
Quasi - reorganization (note 1) 8 -- (1,946,231) --
Net (Loss) for the year
ending December 31,
1996 -- -- -- --
----------- ----------- ----------- -----------
Balance December 31
1996 1,963,200 1,963 (1,963) --
Issue of shares in Micron 2,000 2 9,174 --
Solutions for Cash
Issue of Shares in Micron
for services, no value 2,000,000 2,000 (2,000) --
Net (Loss) for the year
ending December 31,
1997 -- -- -- --
----------- ----------- ----------- -----------
Balance December 31,
1997 3,965,200 3,965 5,212 --
Contributed Capital -- -- 4,649 --
Net (loss) for the year
ending December 31
1998 -- -- -- (69)
----------- ----------- ----------- -----------
Balance December 31,
1998 3,965,200 3,965 9,861 (69)
----------- ----------- ----------- -----------
The accompanying notes are an integral part of these financial statements
F-4
MICRON SOLUTIONS, INC.
(A DEVELOPMENTS STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE THREE MONTH ENDED MARCH 31, 2001
CONTINUED
Accumulated
Deficit since
Common Stocks Paid in inception of
Issued Amount Capital Development Stage
--------- --------- --------- ---------
Contributed Capital -- -- 17,553 --
Net (loss) for the
Year Ended December 31
1999 -- -- -- (23,171)
--------- --------- --------- ---------
Balance December 31
1999 3,965,200 3,965 $ 27,414 (23,240)
--------- --------- --------- ---------
Contributed Capital 0 0 $ 16,750 --
Net (loss) for the
Year Ended December 31
2000 -- -- -- (9,177)
--------- --------- --------- ---------
Balance Deember 31, 2000 3,965,200 3,965 $ 44,164 (32,417)
--------- --------- --------- ---------
Contributed Capital -- -- $ 7,833 --
Net (loss() for the
year ended
31-Dec-01 -- -- -- (14,596)
--------- --------- --------- ---------
Balance December 31, 2001 3,965,200 $ 3,965 $ 51,997 $ (47,013)
========= ========= ========= =========
The accompanying Notes are an integral paret of these financial statements
F-5
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
Accumulated
Since
inception of
31-Dec 31-Dec Development
2001 2000 stage
----------------- -------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(14,598) $ (9,178) $(47,050)
Adjustments to reconcile net loss 3
to net cash used by operating
activities:
Depreciation 2,702 1,352 $ 4,054
Net (Increase) Decrease in
Accounts and Loans Receivable 2,000 (4,500) (2,500)
Organizational Costs - Note 1
Increase (Decrease)
in Accounts Payable 2,098 1,218 3,316
-------- -------- --------
Net Cash provided (used) by
operating Activities (7,798) (11,108) (42,180)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan Receivable - Officers
Purchases of Equipment -- (12,532) 13,512
-------- -------- --------
Net Cash provided (used)
by Investing Activitiesa -- (12,532) (12,532)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Capital Stock and
amounts contributed to capital 7,834 16,750 59,279
-------- -------- --------
Net cash provided by
Financing Activities 7,834 16,750 58,279
-------- -------- --------
Increase in Cash 36 (6,890) 306
Cash and Cash Equivalents,
beginning of year 270 7,160 --
-------- -------- --------
Cash and Cash Equivalents,
end of year $ 302 $ 270 $ 302
======== ======== ========
The accompanying notes are an integral part of these financial statements
F-6
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND HISTORY:
Micron Solutions Inc., (Micron) was formed on September 5, 1997 as a Nevada
corporation in order to complete a merger with Shillelagh Ventures, Chartered
(Shillelagh), both corporations have been inactive except for spending on
reorganization costs during 1997 and 1998. Micron Solutions Inc., is the
surviving company. Shillelagh Ventures, Chartered was an active holding company
until 1991 at which time they ceased operations on August 31, 1991 Shillelagh
showed liabilities totaling $340,031. Management believes these liabilities no
longer are valid and the statute of limitations have caused them to be
uncollectable and they were written off.
On the ninth of September, 1997, the shareholders of Shillelagh exchanged five
shares of its $.005 par value common stock for each one share of Micron $.001
par value common stock. The shareholders then voted to reorganize and through a
Quasi-reorganization eliminated its deficit retained earnings of $1,976,231.
There were no adjustments to Assets or Liabilities.
On September 10, 2001, the Board of Directors authorized an 2 for 1 stock split
of common stock to stockholders of record on September 10, 2001
The financial statements have been restated to reflect these transactions.
NATURE OF BUSINESS:
The Company provides specialized services directed to the investment community,
(such as researching stock as to value and name changes) and also to the general
public through the internet..
USE OF ESTIMATES:
The preparation of financial statements in conformity with general accepted
accounting principals require management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from these estimates.
ORGANIZATION COSTS:
The Company has adopted Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-UP Activities" issued in April 1998 by the Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants.
Pursuant to SOP 98-5, Organizational costs were expensed in 1999. For Federal
Income tax reporting, organization costs are capitalized and amortized over a
5-year period after commencement of operations.
EARNINGS PER SHARE:
The earnings per share calculation are based on the weighted average number of
shares outstanding during the period, 3,965,200 in 2001, and 2000
INCOME TAX:
Due to no earnings as of December 31, 2001, no provision for Federal income
taxes has been made.
DIVIDEND POLICY:
The Company has not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
F-7
MICRON SOLUTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000
NOTE 1 - CONTINUED
PROPERTY AND EQUIPMENT
Property and equipment consists of a Computer and Web-site, which is being
depreciated over a period of five years using the straight-line method.
beginning in January of 2000.
NOTE 2 - GOING CONCERN
As discussed in Note 1, the company has been in a dormant stage since 1991. The
company has no productive asset and may have prior unknown liabilities. The
company plans include infusing capital. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties. These
factors raise concern about the company's ability to continue as a going
concern.
NOTE 3 - LOANS RECEIVABLE - OFFICERS
There is a loan receivable from officers for $2500 payable by March 31 2002 with
interest at 4% per annum.
NOTE 4 - NET OPERATING LOSS CARRY FORWARD
Because of the change in ownership and the value of Shillelagh the net operating
loss carry forward prior to 1997 will be negligible. Net operating losses
occurring after 1996 can be carried forward to be used against future earnings
for a 15-year period. as follows:
Year of Amount of Unused Operating Expiration During
Loss Loss Carryforwards: Year Ended
---- ------------------- ----------
1998 $ 68 2013
1999 $ 23,171 2014
2000 $ 9,177 2015
2001 $ 14,596 2016
F-8
PART III
--------------------------------------------------------------------------------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------
(a) Directors and Executive Officers
As of April 12, 2002, the directors and executive officers of the
Company, their ages, positions in the Company, the dates of their initial
election or appointment as director or executive officer, and the expiration of
the terms as directors are as follows:
Period Served As
Name Age Position Director or Officer*
---- --- -------- --------------------
Phillip Butler 48 CEO and March 2002 -Present
Director
Thomas Sims 51 President, Treasurer & March 2002 to Present
Chairman of the Board
Dan Butler 45 Director March 2002 to Present
Catherine Sims 51 Secretary March 2002 to Present
*On March 1, 2002 all of Micron's directors, officers and management resigned
their positions and PanaMed's directors, officers and management were installed
as the company's new governing body. In the future, the Company's directors will
be elected at the annual meeting of stockholders and will hold office until
their successors are elected and qualified. The Company's officers are appointed
annually by the Board of Directors and serve at the pleasure of the Board.
(b) Business Experience:
Phillip Butler, CEO and Director
Mr. Butler, a co-founder of PanaMed, has served as PanaMed's CEO and as
a director since the inception of the company.
For over 20 years. Mr. Butler has been involved in developing financial
strategies, corporate development, mergers, acquisitions, and financing. He has
a wide variety of expertise and has worked with small and large companies across
the country. These range from large companies such as Eli Lilly, Chrysler, and
International Paper, to dozens of medium size and start-up companies. Mr. Butler
comes from an insurance and stock brokerage background, however he has
experience in construction, management, manufacturing, government contracts, and
product distribution.
Thomas Sims, President and Chairman
Mr. Sims, a co-founder of PanaMed, has served as PanaMed's President,
Treasurer and Chairman since the company's inception.
Mr. Sims has accumulated a wide variety of experience over the past 28
years in working for small, medium, and large companies, such as Eaton, Allied,
Bunker Ramo, Alpharel, and Quintek, with responsibilities that include design
engineering, project engineering, program management, executive management,
sales, marketing, product distribution, legal, financial, business development,
and corporate development. His accomplishments includes; launching companies,
raising money, mergers, acquisitions, joint ventures, launching subsidiaries,
establishing and building strategic partnerships (domestic and international),
going public and launching/nurturing a public trading network (e.g. Wall street
investors, market-makers, traders, analysts, IR, etc.). Mr. Sims received a BS
degree in Electronics Engineering Technology from the University of Southern
Colorado in 1973.
10
Dan Butler, Director
Mr. Butler, a co-founder of PanaMed, has served as director since the
Company's inception. Dan has over 20 years of experience in the Christian
ministry and is on the steering committed for a large missionary network in
Africa. Mr. Butler received his BS degree in biology from Purdue University in
1978.
Todd Davis, Executive VP Corporate Development
Mr. Davis, a co-founder of PanaMed, has served as PanaMed's Executive
VP of Corporate Development since the company's inception. Mr. Davis has
accumulated 12 years experience in the investment banking industry while working
for several small to mid size regional investment banking firms and as an
independent consultant for public companies in the Chicago area.
Responsibilities include numerous management positions relating to; corporate
research, IPOs, secondary offerings, private placements (public and private),
reverse mergers, and bridge financing. Mr. Davis received his BS degree in
Administrative Communications, with an emphasis in business, from Northern
Arizona University in 1989.
Seth Cayer, Executive VP International Development
Mr. Cayer, a co-founder of PanaMed, has served as PanaMed's Executive
VP of International Development since the Company's inception. Seth has more
than seven years experience in the investment banking and corporate consulting
industries with primary focus on corporate growth strategy. Responsibilities at
the executive management level include corporate growth and development, market
penetration, sales and marketing, joint ventures, private placements, secondary
offerings, mergers and acquisitions, seed, pipeline and bridge financing, market
strategies and analysis. Mr. Cayer studied economics at Boston College with
emphasis on international business.
(c) Directors of Other Reporting Companies:
Thomas Sims, the Company's President, Treasurer and Chairman, is also
the President, CEO, and Chairman of Quintek Technologies, Inc., a fully
reporting public company trading on NASDAQ's Over the Counter Bulletin Board
under the symbol "QTEK".
(d) Employees:
The officers and directors who are identified above are significant
employees of the Company.
(e) Family Relationships:
- Phillip Butler and Dan Butler are brothers.
- Thomas Sims and Catherine Sims are husband and wife
(f) Involvement in Certain Legal Proceedings:
None of the officers, directors, promoters or control persons of the
Company have been involved in the past five (5) years in any of the following:
(1) Any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;
(2) Any conviction in a criminal proceedings or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, or any Court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
11
(4) Being found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities laws or commodities law, and the
judgment has not been reversed, suspended, or vacated.
(g) Section 16a Beneficial Ownership Compliance
Together with the filing of this Form 10-KSB, the officers, directors
and beneficial owners of more than 5% of the Company's common stock are filing
their initial statements of ownership on Form 3. To management's knowledge, such
filings are the only filings made on Forms 3, 4 or 5 in connection with the
Company's stock since the Company's charter was reinstated.
--------------------------------------------------------------------------------
ITEM 10. EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
The Company, under Micron's management, has not compensated its
management in the last three years due to the fact that the Company has not been
engaged in business since 1990. The following table sets forth information about
compensation paid or accrued by the PanaMed management between August 29, 2001
(inception) and December 31, 2001. None of the Company's Executive Officers
earned more than $100,000 during the years ended December 31, 2001.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
(e) (g)
Other (f) Securities (i)
(a) (b) Annual Restricted Under- (h) Other
Name and (c) (d) Compen- Stock Lying LTIP Compen-
Principal Salary Bonus sation Awards Options/ Payouts sation
Position Year $ ($) ($) ($) SARs(#) ($) ($)
-------- ---- - --- --- --- ------- --- ---
Phillip Butler
CEO and 2001 $None $None $None $None None $None $None
Director 2000 $None $None $None $None None $None $None
1999 $None $None $None $None None $None $None
Thomas Sims
President 2001 $None $None $None $None None $None $None
2000 $None $None $None $None None $None $None
1999 $None $None $None $None None $None $None
Todd Davis
Executive VP/ 2001 $None $None $None $None None $None $None
Director 2000 $None $None $None $None None $None $None
1999 $None $None $None $None None $None $None
12
--------------------------------------------------------------------------------
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------------------------
(a) 5% Shareholders:
The following information sets forth certain information as of April
15, 2002 about each person who is known to the Company to be the beneficial
owner of more than five percent (5%) of the Company's Common Stock:
(2)
(1) Name and Address (3) (4)
Title of Beneficial Amount and Nature of Percent of
of Class Owner Beneficial Ownership Class
-------- ------------------------ ----------------------------- ---------------
Common Briargate Investment 4,000,000 18.0 % (Note 1)
5465 White Oak, #112
Encina, CA 91316
Common Seth Cayer 1,400,000 6.3% (Note 2)
265 Narragansett Pkwy.
Warwick, R.I. 02888
Common Quintek Technologies, Inc. 2,000,000 9.0% (Note 3)
537 Constitution Ave.
Suite B
Camarillo, CA 93012
Common Rayne Forecast, Inc. 1,400,000 6.3% (Note 4)
29606 N. Tatum Blvd., #118
Cave Creek, AZ 85331
(1) Name and Address (3) (4)
Title of Beneficial Amount and Nature of Percent of
of Class Owner Beneficial Ownership Class
-------- ------------------------ ----------------------------- ---------------
(2)
(1) Name and Address (3) (4)
Title of Beneficial Amount and Nature of Percent of
of Class Owner Beneficial Ownership Class
-------- ------------------------ ----------------------------- ---------------
(b) Security Ownership of Management:
Common Phillip J. Butler 4,850,000 21.8% (Note 5)
1720 Market Tower
10W Market St.
Indianapolis, IN 46204
Common Catherine W. Sims 4,300,000 19.4% (Note 6)
537 Constitution Ave.
Suite A
Camarillo, CA 93012
Common Thomas W. Sims 4,300,000 19.4% (Note 6)
13
537 Constitution Ave.
Suite A
Camarillo, CA 93012
Common Daniel L. Butler 1,000,000 4.5% (Note 7)
537 Constitution Ave.
Suite A
Camarillo, CA 93012
Common All Directors and 10,150,000 45.8%
Officers as a Group
Notes:
(1) The stock issued to Briargate Investment, LLC is being held by the Company
pending completion of services due the Company in connection with the original
issuance of these shares.
(2) Seth Cayer is a co-founder and an employee of PanaMed.
(3) In November of 2001, Quintek Technologies, Inc. (Quintek) and PanaMed
executed a stock swap transaction in which 2,000,000 shares of Quintek stock was
exchanged for 2,000,000 shares of PanaMed stock. In a subsequent transaction,
600,000 Quintek shares and 200,000 PanaMed shares were used by PanaMed as
collateral for securing a $100,000 loan from Dr. George Hogenson, an accredited
private investor. Thomas Sims is the President, CEO and Chairman of Quintek and
President, Treasurer and Chairman of PanaMed.
(4) Rayne Forecast, Inc. is a private company owned and operated by Todd Davis.
Todd is a co-founder and an employee of PanaMed.
(5) Of the 4,850,000 shares controlled by Phillip Butler, 4,350,000 of these
shares are held directly by Mr. Butler and his assignees and, 500,000 shares are
held by Corporate Development Strategies, Inc. a private company owned and
operated by Mr. Butler. Phillip is a co-founder, employee, officer, and director
of PanaMed.
(6) Thomas Sims (the Company's President, Treasurer and Chairman) and Catherine
Sims (the Company's Secretary) and their assignees, jointly own a total of
4,300,000 shares of PanaMed stock and thereby jointly hold an 18.60% equity
position in PanaMed. Thomas and Catherine are husband and wife and co-founders
and employees of PanaMed.
(7) Of the 1,000,000 shares controlled by Daniel Butler, 800,000 shares are held
directly by Daniel, and 200,000 shares are held by the United Pentecostal Church
of Bellflower and controlled indirectly by Daniel. Daniel is a director of
PanaMed and a brother to Phillip Butler.
(c) Changes in Control:
A change of control of the Company occurred in connection with the
exchange agreement effective March 1, 2002 as described in Part I, Item No.1
above.
14
--------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------
Effective as of March 1, 2002, the Company issued a total of 23,121,000
shares of its common stock to the shareholders of PanaMed, Inc., a California
corporation, as part of the exchange agreement between the Company and PanaMed.
The shares were issued in exchange for all the issued and outstanding shares of
PanaMed. All such shares, including the shares issued by PanaMed Inc. and the
shares issued by PanaMed Corporation, were issued in reliance on the exemption
from registration contained in Section 4(a) of the Securities Act of 1933, as
amended, and the certificates representing such shares bear a restrictive legend
reflecting the limitations on future transfer of those shares.
Some of the officers and employees of the company have received loans
from the company. Details of the loan transactions will be provided in the
company's upcoming audit report to be filed within 60 days after March 1, 2002.
--------------------------------------------------------------------------------
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
To management's knowledge, the company has not filed any reports on
Form 8-K during the last year or during the last five years.
(a) Exhibits
Assigned
Number Description
------ -----------
(2) Plan of acquisition, reorganization, arrangement, liquid, or
succession: None
(3)(ii) By-laws of the Company: Included in the Company's Form 10-SB filing and
incorporated by reference herein.
(4) Instruments defining the rights of holders including indentures: None
(9) Voting Trust Agreement: None
(10) Material Contracts: Exchange Agreement effective March 1, 2002.
(11) Statement regarding computation of per share earnings: Computations can
be determined from financial statements.
(16) Letter on change in certifying accountant: None
(18) Letter on change in accounting principles: None
15
(21) Subsidiaries of the registrant: None
(22) Published report regarding matters submitted to vote: None
(23) Consent of reports and counsel: None
(24) Power of Attorney: None
(99) Additional Exhibits: None
(b) Reports on Form 8-K
No reports on Form 8-K were filed in the last quarter of 2001.
--------------------------------------------------------------------------------
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.
Dated: March 30, 2001.
PANAMED, INC.
By /s/ Thomas Sims
-------------------
Thomas Sims
President
16