Registration of Securities of a Small-Business Issuer ˇ Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12B Form 10sb 65 274K
2: EX-2 Agreement of Purchase of Nutricology, Inc. 6 29K
3: EX-3.(I) Articles of Incorporation 8 24K
4: EX-3.(II) Bylaws 9 38K
5: EX-9 Voting Trust Agreement 10 43K
6: EX-23 Consent of Independent Auditor 1 7K
7: EX-27 Financial Data Schedule 1 9K
8: EX-99 Management Agreement 4 24K
9: EX-99 Placement Memorandum Dated May 1, 1997 21 114K
10: EX-99 Placement Memorandum Dated October 28, 1997 20 83K
11: EX-99 Placement Memorandum Dated April 15, 1998 22 87K
12: EX-99 Placement Memorandum Dated July 1, 1998 19 84K
13: EX-99 Placement Memorandum Dated July 24, 1998 22 85K
14: EX-99 Placement Memorandum Dated September 15, 1998 21 84K
15: EX-99 Memorandum Dated 10/13/98 for 75,000 Shares 21 85K
16: EX-99 Memorandum Dated 10/13/98 for 15,000 Shares 21 83K
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCOTTSDALE SCIENTIFIC, INC.
---------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 13-3940486
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30806 Santana Street, Hayward, CA 94544
--------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 545-9960
--------------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to
be registered
Common Stock, Par Value $0.001 None
Preferred Stock, Par Value $0.25 None
1
TABLE OF CONTENTS
Page
COVER PAGE ................................................................ 1
TABLE OF CONTENTS ......................................................... 2
PART I .............................................................. 3
DESCRIPTION OF BUSINESS ........................................... 3
DESCRIPTION OF PROPERTY ........................................... 13
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES ......... 14
REMUNERATION OF DIRECTORS AND OFFICERS ............................ 16
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
SECURITYHOLDERS ............................................... 16
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN
TRANSACTIONS ................................................. 17
SECURITIES BEING OFFERED ........................................... 17
PART II ................................................................... 18
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS .................. 18
LEGAL PROCEEDINGS ................................................ 19
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS .................. 19
RECENT SALES OF UNREGISTERED SECURITIES ............................ 19
INDEMNIFICATION OF DIRECTORS AND OFFICERS ....................... 20
PART F/S ................................................................... 20
FINANCIAL STATEMENTS ........................................... 20
PART III ................................................................... 20
INDEX TO EXHIBITS ................................................ 20
SIGNATURES .............................................................. 21
2
PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.
Item 6. Description of Business
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Scottsdale Scientific, Inc. ("Scottsdale Scientific", "the Company")
was incorporated under the laws of the State of Florida on April 8, 1997 with an
authorized capital of 100,000,000 shares of common stock par value $0.001 per
share. As of March 31, 1999, the Company had issued 15,017,855 shares of its
stock. The Company currently trades on the NASDAQ OTC Bulletin Board under the
symbol STDS.
Scottsdale Scientific is a corporation involved in the wholesale
distribution of nutritional health supplements. These health supplements are
distributed to physicians, nutritionists, storefront businesses and direct to
consumers. In 1995, the Dietary Supplement Health Education act was passed,
providing nutritional supplement companies the ability to develop and market a
wider number of nutrients that have proven their effectiveness in non-western
cultures. As a result of this legislation, and an ever-increasing awareness
amongst consumers, sales of health-related products grew by fifteen percent
(15%) last year alone.
The Company's initial business strategy was to establish itself as a
national and global vendor of nutritional supplements to professionals
(physicians, nutritionists and chiropractors), wholesale (sales to storefront
businesses, including health food stores and drugstores), and direct-to-
consumers (direct mail, 800 numbers and the Internet). The Company's initial
product line includes vitamin C products, multiple vitamins and minerals,
essential fatty acids, superfood concentrates, live cell therapy and targeted
supplements for immunological and autoimmune disorders.
On May 1, 1997, the Company commenced an offering of 400,000 shares of
its common stock pursuant to Regulation D, Rule 504 at a price of $0.25 per
share for a total offering of $100,000. This offering was completed on July 10,
1997 with all shares sold. The proceeds from the offering were used for working
capital and to explore business opportunities in the health-related products
business.
On May 1, 1997, Harmel S .Rayat, Narinder Thouli and Wes Janzen were
elected to the board of directors by resolution of the board. On this same date,
the previous board members, Dave Gamache and Ken Finkelstein, resigned from the
board of directors.
On October 28, 1997, the Company began an offering in reliance upon
Regulation D, Rule 504. This offering was for 4,300,000 shares of the Company's
common stock at a price of $0.10 per share for a total offering of $430,000. The
offering was completed on December 9, 1997 with all shares sold. The proceeds
from the offering were used for working capital, public relations and research
and development of the European market.
3
The board of directors approved the acquisition of NutriCology, Inc., a
California corporation, on December 8, 1997. Under the terms of this
transaction, the Company received all of the issued and outstanding shares of
NutriCology, Inc. in exchange for 6,800,000 shares of the Company's common stock
to be issued to Stephen Levine as sole shareholder of NutriCology, Inc.
Additionally, 61,500 shares of the Company's common stock were paid as a fee to
Lorraine Peller for the facilitation of the introduction between NutriCology and
the Company. This acquisition was approved by the shareholders of the Company on
December 8, 1997 and was completed on February 3, 1998.
On December 11, 1997, Stephen Levine, Susan Levine, Marianne Sum and
Arnold Takemoto were elected as directors of the board at a meeting of the board
of directors. Narinder Thouli and Wes Janzen resigned from the board at this
time. Upon the election of the new directors, new officers of the corporation
were elected. Stephen Levine was named Chairman and Chief Executive Officer,
Susan Levine was elected Secretary and Treasurer and Marianne Sum replaced
Harmel Rayat as President and Chief Operating Officer. At this same meeting, the
board resolved to hold its 1998 Annual Meeting on April 15, 1998 at the
Company's offices in order to elect directors for the ensuing year, authorize
the amendment of the Articles of Incorporation in order to create a class of
preferred stock consisting of 1,000,000 shares with a par value of $0.25 per
share, authorize a 1997 Stock Option Plan for 1,000,000 shares and ratify the
appointment of Blume Law Firm, P.C. as Counsel to the Company and of Clancy &
Company, P.L.L.C., as independent public accountants for the firm.
In March 1998, the Company formed an alliance with Protein Research, a
contract manufacturer supplying nutritional supplements globally. Protein
Research manages the new automated packaging line installed in Hayward,
California and will also act as a back-up warehouse.
Scottsdale Scientific also signed distribution agreements with Aplacom,
Assessoria, Plancjamento e Comercia Ltda of Sao Paolo, Brazil, and with
Nutri-Link Ltd. in the United Kingdom in September 1998. Aplacom has a long
history of working with the health and sanitary governmental authorities of
Brazil, which provides them with a privileged position from which to address the
Mercosul countries of Brazil, Argentina, Chile and Uruguay, and has 7,000
distributors in 50 cities throughout South America. Nutri-Link is a
scientifically-researched nutritional supplement and functional medical
laboratory testing company. Nutri-Link is also involved in DNA testing and
protocols implementing the use of Scottsdale Scientific products, which is
generating media exposure in Britain.
On April 1, 1998, Harmel Rayat resigned from the board of directors for
personal reasons. Mr. Rayat did not have any disagreements with the Company. At
this time, the annual meeting date was postponed to June 19, 1998 due to delays
in preparing the Company's consolidated financial statements. At this same
meeting, the Company approved a 504 Placement Offering of 96,000 shares at
$1.625 per share with a warrant exercisable at $1.75 per share until April 15,
2000. The proceeds from this offering were to be used for further develop the
Company's awareness to investors. The placement was completed on April 30, 1998
with all shares sold.
4
A meeting of the Board of Directors was held on July 1, 1998 to discuss
the need for additional capital. A 504 offering was approved authorizing the
sale of 46,855 shares of common stock of the Company at $3.18 per share. The
proceeds from this offering were used as additional capital to develop the
business of the Company's subsidiary, NutriCology, Inc. and was completed on
April 30, 1998 with all shares sold.
The Company's annual meeting of shareholders was held on July 10, 1998.
Of the 14,596,000 shares outstanding, 9,803,050 voted in person or via proxy.
The shareholders ratified the appointment of the officers and directors of the
Company for the coming year, approved the establishment of a class of Preferred
Stock consisting of 1,000,000 shares with a par value of $0.25 per share,
adopted the 1998 Stock Option Plan and the reservation of 1,000,000 shares of
common stock for issuance under that plan at a price of $2.00 per share, and the
appointment of the Company's corporate counsel and independent auditor for the
coming year.
The Board of Directors held a meeting on July 24, 1998. At this
meeting, the Board agreed to purchase the rights and trademark to "ProGreens"
for $175,000, to be completed on July 31, 1998 in exchange for 50,000 shares of
the Company's common stock in lieu of cash. The Board also agreed to offer
20,000 shares of the Company's common stock via a 504 Placement Memorandum at
$2.50 per share with a warrant exercisable at $2.00 per share until July 31,
2000. The proceeds from this offering, which was completed on July 31, 1998 with
all shares sold, were used to enhance the investor relations awareness of the
Company.
On September 11, 1998, the Company's Board of Directors met and
approved a 504 offering of 50,000 shares of common stock at $2.00 per share in
order to develop the Company's awareness to investors. This offering was
completed on September 30, 1998 with all shares sold. The Board also approved
the cancellation of the acquisition of the rights to "ProGreens" and the
cancellation of 50,000 shares paid to Jim Cassidy for these rights.
The Board of Directors met on October 9, 1998. At this meeting, the
directors approved a 504 offering of 15,000 shares of the Company's common stock
at $1.00 per share and an additional 75,000 shares of common stock at $1.00 per
share with a warrant exercisable at $1.00 per share until October 13, 2000.
These funds will be used to meet the expenses of increasing investor relations
awareness for the next three months. The offering was completed on October 30,
1998 with all shares sold.
A meeting of the Board of Directors was held at the Company's offices
on January 26, 1999. At this meeting, Arnold Takemoto and Susan Levine resigned
from the Board of Directors. Both Mr. Takemoto and Mrs. Levine resigned for
personal reasons and did not have any disagreements with the Company. Mrs.
Levine remains an employee of the Company. Both resigning directors relinquished
their interest in the 100,000 options awarded to directors, but Mrs. Levine was
granted 150,000 options from the 1998 Employee Stock Option plan at $2.00 per
share, fully vested immediately. Dr. Ricki Pollycove was appointed to the Board
at this time and was granted 100,000 share options at $4.00 each as a director.
Additionally, Stephen Levine relinquished his position as
5
Chief Executive Officer of the Company and the Board voted that Marianne Sum
would assume the role of Chief Executive Officer. Mr. Levine remains the
Chairman of the Company's Board of Directors and the Director of Research.
In conjunction with Mr. Levine and Ms. Sum's new roles in the Company,
a Management Agreement was executed by both of them on January 29, 1999
effective for two years commencing February 1, 1999. Under the terms of this
Agreement, Ms. Sum is appointed as President of the Company and manages the
Company under the direction of the Board of Directors and Mr. Levine is
appointed as the Director of Research and is responsible for product development
subject to the supervision of Ms. Sum.
On February 9, 1999, a Voting Trust Agreement was signed between
Stephen A. Levine as Beneficiary and Marianne Sum as Trustee, whereby Mr. Levine
transferred his voting rights in the 9.8 million shares of the Company's common
stock held by him to Ms. Sum. This Agreement is effective as of February 1, 1999
and ending January 31, 2000, with an option to extend the Agreement to January
31, 2001 if both parties agree. The Trustee's powers include the right to vote
the stock, the right to participate in, consent to or ratify any corporate or
Stockholders' action, the right to receive all dividends and distributions in
cash, kind or any other property and the right to become financially interested
in any matter or transaction to which the Company or its subsidiaries and
affiliates may be a party. All dividends and other stock distributions will be
distributed by the Trustee to the Beneficiary. The Trustee may not sell stock so
that Mr. Levine's interest in the Company is less than 51%.
On March 29, 1999 the Company issued 180,000 shares of its common stock
at $1.667 each as payment of a debt of $300,000.
The issuance of 100,000 options for the Company's Common Stock to each
member of the Board of Directors at a price of $2.00 per share in exchange for
services rendered was approved by the Board on March 25, 1999. These options
became exercisable immediately and expire on December 31, 2003.
NutriCology, Inc.
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NutriCology, Inc. was incorporated in the state of California on March
13, 1980. On January 19, 1982, NutriCology amended its Articles to increase the
authorized number of directors from two to three. NutriCology has a line of over
350 products under the product line NutriCology/Allergy Research Group and has
set the standard for hypoallergenic nutritional supplements since 1980.
NutriCology was the first company in the United States to introduce numerous
specialty products, including melatonin, a neurohormone, germenium sesquioxide,
AntiOx, a broad spectrum antioxidant and Buffered Vitamin C, used as a
nutritional supplement for its value associated with medical treatment for
opiate and stimulate abusers.
6
NutriCology's products are designed with the allergenic individual in
mind and are of the purest and highest quality obtainable. They are generally
made without yeast, corn, wheat, soy, dairy products, flavorings, color, salt,
sugar, starch, common preservatives, binders and excipients. NutriCology
considers itself to be a leader in the field of nutritional biochemistry and its
formulations to represent some of the most sophisticated concepts in nutritional
science. NutriCology's product line includes OcuDyne(TM), For Women Only
Calcium, ParaMicrocidin(TM), Esterol(TM), Laktoferrin, ProGreen(R) and
Cytolog(TM), as well as its Basic Program products (Buffered Vitamin C,
Multi-Vi-Min(TM), Flax Seed Oil and Free Aminos(TM)).
On January 6, 1998, prior to its acquisition by the Company,
NutriCology finalized an exclusive one-year contract with The Right Solution
("TRS"), a multi-level distributorship with over 35,000 distributors worldwide.
TRS's revenues for 1998 were estimated at approximately $2 million. This
contract has since expired and will not be renewed.
Regulatory Consideration
------------------------
There are currently no FDA or other regulations governing the sale of
nutritional supplements and other products of the type sold by the Company.
Competition
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Strong interest in nutritional supplements has resulted in a large
number of competitors in the marketplace. The market has many growth companies
with strong marketing and sales abilities, quality products and sound
management. According to the trade magazine Whole Foods, health food store sales
throughout the nation grew in revenues from $9 billion to $17 billion last year.
Nutritional supplements represent at least 25% of those revenues. A few of the
competitors of the Company are listed below:
Metagenics, Inc. This company markets primarily to the chiropractic market.
Twin Labs. Twin Labs has $170 million in 1996 sales and is very successful in
General Nutrition Centers and other health food stores. This company has low
operating profits due to the low margin health food store market.
Nature's Way. This is a strong private label company that is well-managed.
KAL. This entity markets a full line of herbal and vitamin supplements.
Solgar. Solgar markets high quality products, is well-managed and has made
strong in-roads into the international marketplace.
The companies listed above, and many other corporations in the health and
nutritional supplement business, are better funded and possess superior
managerial, marketing and technical talent. The
7
Company plans to compete primarily on the basis of superior service and
differentiate itself by marketing only quality products. Management is of the
opinion that a public listing on the OTC Bulletin Board will allow the Company
to raise additional investment capital and to attract and retain quality
personnel by being able to offer such incentives as stock options and the
ability to invest in the Company itself (through open market purchases or
private placements). The Company also feels that the acquisition of NutriCology,
Inc., a well-managed, highly respected and very successful company in the
physician market, will also be of help competitively.
8
Plan of Operations
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Pro Forma for 1999
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January February March April
Operating Income
Sales 1,200,000.00 1,200,000.00 1,200,000.00 1,200,000.00
Returns and Allowances (45,000.00) (45,000.00) (45,000.00) (45,000.00)
Discounts Allowed-Trade (40,000.00) (40,000.00) (40,000.00) (40,000.00)
Freight & Service Charges Income 35,000.00 35,000.00 35,000.00 35,000.00
Gross Operating Income 1,150,000.00 1,150,000.00 1,150,000.00 1,150,000.00
Cost of Goods Sold 612,375.00 612,375.00 612,375.00 612,375.00
Gross Profit 537,625.00 612,375.00 612,375.00 612,375.00
Operating Expenses
Officer Salaries 35,000.00 35,000.00 35,000.00 35,000.00
Office Salaries 125,000.00 125,000.00 125,000.00 125,000.00
Payroll Taxes-- Employer FICA 12,240.00 20,000.00 20,000.00 20,000.00
Payroll Taxes-- FUTA 1,280.00 1,500.00 1,500.00 1,500.00
Payroll Taxes-- SUI 5,600.00 7,000.00 7,000.00 7,000.00
Workman Compensation Insurance 2,807.68 2,807.68 2,807.68 2,807.68
Profit-Sharing/Bonuses 6,075.00 6,075.00 6,075.00 6,075.00
Total Salary-Related Expenses 188,002.68 197,382.68 197,382.68 197,382.68
Advertising-- General 4,000.00 4,000.00 4,000.00 4,000.00
Advertising-- Distributor 2,500.00 2,500.00 2,500.00 2,500.00
Public Relations 1,250.00 1,250.00 1,250.00 1,250.00
Legal Fees 2,500.00 2,500.00 2,500.00 2,500.00
Accounting Fees 4,000.00 4,000.00 4,000.00 4,000.00
Professional Services-- Technical 7,500.00 7,500.00 7,500.00 7,500.00
Automotive Expenses 4,000.00 4,000.00 4,000.00 4,000.00
Bad Debts 2,500.00 2,500.00 2,500.00 2,500.00
Bankcard Merchant Charges 7,500.00 7,500.00 7,500.00 7,500.00
Janitorial/Cleaning Supplies 1,500.00 1,500.00 1,500.00 1,500.00
Commissions-- Sales Brokers 1,500.00 1,500.00 1,500.00 1,500.00
Commissions 10,000.00 10,000.00 10,000.00 10,000.00
Contributions 2,000.00 2,000.00 2,000.00 2,000.00
Collections Expense 500.00 500.00 500.00 500.00
Directors Fees 2,500.00 2,500.00 2,500.00 2,500.00
Dues & Subscriptions 1,500.00 1,500.00 1,500.00 1,500.00
Depreciation 6,500.00 6,500.00 6,500.00 6,500.00
Amortization/Leasehold Improvement 10,000.00 0.00 0.00 0.00
Employee Functions/Benefits 2,500.00 2,500.00 2,500.00 2,500.00
Travel & Entertainment 15,000.00 15,000.00 15,000.00 15,000.00
Equipment Rental and Lease 10,000.00 10,000.00 10,000.00 10,000.00
Lease-- Building 31,060.00 31,060.00 31,060.00 31,060.00
Temporary Help-- Outside 1,000.00 1,000.00 1,000.00 1,000.00
Telephone 10,000.00 10,000.00 10,000.00 10,000.00
Telephone Maintenance 500.00 500.00 500.00 500.00
Training 5,000.00 5,000.00 5,000.00 5,000.00
9
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January February March April
Utility 4,000.00 4,000.00 4,000.00 4,000.00
Insurance-- General/Product Liability 4,000.00 4,000.00 4,000.00 4,000.00
Insurance-- Group Medical 12,500.00 12,500.00 12,500.00 12,500.00
Insurance-- Life 2,500.00 2,500.00 2,500.00 2,500.00
Licenses 1,500.00 1,500.00 1,500.00 1,500.00
Repair & Maintenance-- Building 500.00 500.00 500.00 500.00
Repair & Maintenance-- Equipment 2,000.00 2,000.00 2,000.00 2,000.00
Office Supplies 4,500.00 4,500.00 4,500.00 4,500.00
Outside Services 4,000.00 4,000.00 4,000.00 4,000.00
Payroll Service 300.00 300.00 300.00 300.00
Outside Service-- Laboratory 2,500.00 2,500.00 2,500.00 2,500.00
Promotions 5,000.00 5,000.00 5,000.00 5,000.00
Printing 7,500.00 7,500.00 7,500.00 7,500.00
Conventions 10,000.00 10,000.00 10,000.00 10,000.00
Product Catalogs 15,000.00 15,000.00 15,000.00 15,000.00
Warehouse Supplies 3,500.00 3,500.00 3,500.00 3,500.00
Freight 35,000.00 35,000.00 35,000.00 35,000.00
Postage 7,500.00 7,500.00 7,500.00 7,500.00
Total Operating Expenses 456,612.68 455.992.68 455,992.68 455,992.68
Income (Loss) From Operations 81,012.32 81,632.32 81,632.32 81,632.32
Other Income & Expenses
Miscellaneous Income 0.00 0.00 0.00 0.00
Interest Income 208.33 312.50 416.67 520.83
Interest Expense (2,062.50) (1,375.00) (687.50) 0.00
Research & Development (35,000.00) (35,000.00) (35,000.00) (35,000.00)
Total Other Income/Expenses (36,854.17) (36,062.50) (35,270.83) (34,479.17)
Income Before Taxes 44,158.15 45,569.82 46,361.49 47,153.15
Income Taxes (38%) (16,780.10) (17,316.53) (17,617.36) (17,918.20)
Net Income 27,378.06 28,253.29 28,744.12 29,234.96
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May June July August
Operating Income
Sales 1,300,000.00 1,300,000.00 1,300,000.00 1,300,000.00
Returns and Allowances (48,000.00) (48,000.00) (48,000.00) (48,000.00)
Discounts Allowed-Trade (42,000.00) (42,000.00) (42,000.00) (42,000.00)
Freight & Service Charges Income 36,000.00 36,000.00 36,000.00 36,000.00
Gross Operating Income 1,246,000.00 1,246,000.00 1,246,000.00 1,246,000.00
Cost of Goods Sold 663,495.00 663,495.00 663,495.00 663,495.00
Gross Profit 582,505.00 582,505.00 582,505.00 582,505.00
Operating Expenses
Officer Salaries 35,000.00 35,000.00 40,000.00 40,000.00
Office Salaries 125,000.00 125,000.00 125,000.00 125,000.00
Payroll Taxes-- Employer FICA 12,240.00 20,000.00 20,000.00 20,000.00
Payroll Taxes-- FUTA 1,280.00 1,500.00 1,500.00 1,500.00
10
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May June July August
Payroll Taxes-- SUI 5,600.00 7,000.00 7,000.00 7,000.00
Workman Compensation Insurance 2,807.68 2,807.68 2,895.42 2,895.42
Profit-Sharing/Bonuses 6,075.00 6,075.00 6,075.00 6,075.00
Total Salary-Related Expenses 188,002.68 197,382.68 202,470.42 202,470.42
Advertising-- General 4,000.00 4,000.00 4,000.00 4,000.00
Advertising-- Distributor 2,500.00 2,500.00 2,500.00 2,500.00
Public Relations 1,250.00 1,250.00 1,250.00 1,250.00
Legal Fees 2,500.00 2,500.00 2,500.00 2,500.00
Accounting Fees 4,000.00 4,000.00 4,000.00 4,000.00
Professional Services-- Technical 7,500.00 7,500.00 7,500.00 7,500.00
Automotive Expenses 4,000.00 4,000.00 4,000.00 4,000.00
Bad Debts 2,500.00 2,500.00 2,500.00 2,500.00
Bankcard Merchant Charges 7,500.00 7,500.00 7,500.00 7,500.00
Janitorial/Cleaning Supplies 1,500.00 1,500.00 1,500.00 1,500.00
Commissions-- Sales Brokers 1,500.00 1,500.00 1,500.00 1,500.00
Commissions 10,000.00 10,000.00 10,000.00 10,000.00
Contributions 2,000.00 2,000.00 2,000.00 2,000.00
Collections Expense 500.00 500.00 500.00 500.00
Directors Fees 2,500.00 2,500.00 2,500.00 2,500.00
Dues & Subscriptions 1,500.00 1,500.00 1,500.00 1,500.00
Depreciation 6,500.00 6,500.00 6,500.00 6,500.00
Amortization/Leasehold Improvement 10,000.00 0.00 0.00 0.00
Employee Functions/Benefits 2,500.00 10,000.00 2,500.00 2,500.00
Travel & Entertainment 15,000.00 15,000.00 15,000.00 15,000.00
Equipment Rental and Lease 10,000.00 10,000.00 10,000.00 10,000.00
Lease-- Building 31,060.00 31,060.00 31,060.00 31,060.00
Temporary Help-- Outside 1,000.00 1,000.00 1,000.00 1,000.00
Telephone 10,000.00 10,000.00 10,000.00 10,000.00
Telephone Maintenance 500.00 500.00 500.00 500.00
Training 5,000.00 5,000.00 5,000.00 5,000.00
Utility 4,000.00 4,000.00 4,000.00 4,000.00
Insurance-- General/Product Liability 4,000.00 4,000.00 4,000.00 4,000.00
Insurance-- Group Medical 12,500.00 12,500.00 12,500.00 12,500.00
Insurance-- Life 2,500.00 2,500.00 2,500.00 2,500.00
Licenses 1,500.00 1,500.00 1,500.00 1,500.00
Repair & Maintenance-- Building 500.00 500.00 500.00 500.00
Repair & Maintenance-- Equipment 2,000.00 2,000.00 2,000.00 2,000.00
Office Supplies 4,500.00 4,500.00 4,500.00 4,500.00
Outside Services 4,000.00 4,000.00 4,000.00 4,000.00
Payroll Service 300.00 300.00 300.00 300.00
Outside Service-- Laboratory 2,500.00 2,500.00 2,500.00 2,500.00
Promotions 5,000.00 5,000.00 5,000.00 5,000.00
Printing 7,500.00 7,500.00 7,500.00 7,500.00
Conventions 10,000.00 10,000.00 10,000.00 10,000.00
Product Catalogs 15,000.00 15,000.00 15,000.00 15,000.00
Warehouse Supplies 3,500.00 3,500.00 3,500.00 3,500.00
Freight 35,000.00 35,000.00 35,000.00 35,000.00
Postage 7,500.00 7,500.00 7,500.00 7,500.00
Total Operating Expenses 465,992.68 463.492.68 461,080.42 461,080.42
Income (Loss) From Operations 116,512.32 119,012.32 121,424.58 121,424.58
11
ˇ Enlarge/Download Table
May June July August
Other Income & Expenses
Miscellaneous Income 0.00 0.00 0.00 0.00
Interest Income 625.00 729.17 833.33 833.33
Interest Expense 0.00 0.00 0.00 0.00
Research & Development (35,000.00) (35,000.00) (35,000.00) (35,000.00)
Total Other Income/Expenses (34,375.00) (34,270.83) (34,166.67) (34,166.67)
Income Before Taxes 82,137.32 84,741.49 87,257.91 87,257.91
Income Taxes (38%) (31,212.18) (32,201.76) (33,158.01) (33,158.01)
Net Income 50.925.14 52,539.72 54,099.91 54,099.91
ˇ Enlarge/Download Table
September October November December
Operating Income
Sales 1,400,000.00 1,400,000.00 1,400,000.00 1,400,000.00
Returns and Allowances (50,000.00) (50,000.00) (50,000.00) (50,000.00)
Discounts Allowed-Trade (44,000.00) (44,000.00) (44,000.00) (44,000.00)
Freight & Service Charges Income 37,500.00 37,500.00 37,500.00 37,500.00
Gross Operating Income 1,343,500.00 1,343,500.00 1,343,500.00 1,343,500.00
Cost of Goods Sold 715,413.75 715,413.75 715,413.75 715,413.75
Gross Profit 628,086.25 628,086.25 628,086.25 628,086.25
Operating Expenses
Officer Salaries 40,000.00 40,000.00 40,000.00 40,000.00
Office Salaries 125,000.00 150,000.00 150,000.00 150,000.00
Payroll Taxes-- Employer FICA 12,240.00 20,000.00 20,000.00 20,000.00
Payroll Taxes-- FUTA 1,280.00 1,500.00 1,500.00 1,500.00
Payroll Taxes-- SUI 5,600.00 7,000.00 7,000.00 7,000.00
Workman Compensation Insurance 2,895.42 3,334.12 3,334.12 3,334.12
Profit-Sharing/Bonuses 6,075.00 6,075.00 6,075.00 6,075.00
Total Salary-Related Expenses 202,470.42 227,909.12 227,909.12 227,909.12
Advertising-- General 4,000.00 4,000.00 4,000.00 4,000.00
Advertising-- Distributor 2,500.00 2,500.00 2,500.00 2,500.00
Public Relations 1,250.00 1,250.00 1,250.00 1,250.00
Legal Fees 2,500.00 2,500.00 2,500.00 2,500.00
Accounting Fees 4,000.00 4,000.00 4,000.00 4,000.00
Professional Services-- Technical 7,500.00 7,500.00 7,500.00 7,500.00
Automotive Expenses 4,000.00 4,000.00 4,000.00 4,000.00
Bad Debts 2,500.00 2,500.00 2,500.00 2,500.00
Bankcard Merchant Charges 7,500.00 7,500.00 7,500.00 7,500.00
Janitorial/Cleaning Supplies 1,500.00 1,500.00 1,500.00 1,500.00
Commissions-- Sales Brokers 1,500.00 1,500.00 1,500.00 1,500.00
Commissions 10,000.00 10,000.00 10,000.00 10,000.00
Contributions 2,000.00 2,000.00 2,000.00 2,000.00
Collections Expense 500.00 500.00 500.00 500.00
Directors Fees 2,500.00 2,500.00 2,500.00 2,500.00
Dues & Subscriptions 1,500.00 1,500.00 1,500.00 1,500.00
Depreciation 6,500.00 6,500.00 6,500.00 6,500.00
Amortization/Leasehold Improvement 10,000.00 0.00 0.00 0.00
12
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September October November December
Employee Functions/Benefits 2,500.00 10,000.00 2,500.00 5,000.00
Travel & Entertainment 15,000.00 15,000.00 15,000.00 15,000.00
Equipment Rental and Lease 10,000.00 10,000.00 10,000.00 10,000.00
Lease-- Building 31,060.00 31,060.00 31,060.00 31,060.00
Temporary Help-- Outside 1,000.00 1,000.00 1,000.00 1,000.00
Telephone 10,000.00 10,000.00 10,000.00 10,000.00
Telephone Maintenance 500.00 500.00 500.00 500.00
Training 5,000.00 5,000.00 5,000.00 5,000.00
Utility 4,000.00 4,000.00 4,000.00 4,000.00
Insurance-- General/Product Liability 4,000.00 4,000.00 4,000.00 4,000.00
Insurance-- Group Medical 12,500.00 12,500.00 12,500.00 12,500.00
Insurance-- Life 2,500.00 2,500.00 2,500.00 2,500.00
Licenses 1,500.00 1,500.00 1,500.00 1,500.00
Repair & Maintenance-- Building 500.00 500.00 500.00 500.00
Repair & Maintenance-- Equipment 2,000.00 2,000.00 2,000.00 2,000.00
Office Supplies 4,500.00 4,500.00 4,500.00 4,500.00
Outside Services 4,000.00 4,000.00 4,000.00 4,000.00
Payroll Service 300.00 300.00 300.00 300.00
Outside Service-- Laboratory 2,500.00 2,500.00 2,500.00 2,500.00
Promotions 5,000.00 5,000.00 5,000.00 5,000.00
Printing 7,500.00 7,500.00 7,500.00 7,500.00
Conventions 10,000.00 10,000.00 10,000.00 10,000.00
Product Catalogs 15,000.00 15,000.00 15,000.00 15,000.00
Warehouse Supplies 3,500.00 3,500.00 3,500.00 3,500.00
Freight 35,000.00 35,000.00 35,000.00 35,000.00
Postage 7,500.00 7,500.00 7,500.00 7,500.00
Total Operating Expenses 471,080.42 486,519.12 486,519.12 489,019.12
Income (Loss) From Operations 157,005.83 141,567.13 141,567.13 139,067.13
Other Income & Expenses
Miscellaneous Income 0.00 0.00 0.00 0.00
Interest Income 833.33 833.33 833.33 833.33
Interest Expense 0.00 0.00 0.00 0.00
Research & Development (35,000.00) (35,000.00) (35,000.00) (35,000.00)
Total Other Income/Expenses (34,166.67) (34,166.67) (34,166.67) (34,166.67)
Income Before Taxes 122,839.16 107,400.46 107,400.46 104,900.46
Income Taxes (38%) (46,678.88) (40,812.18) (40,812.18) (39,862.18)
Net Income 76,160.28 66,558.29 66,588.29 65,038.29
13
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Total Year % of Sales
Operating Income
Sales 15,600,000.00 104.29%
Returns and Allowances (572,000.00) (3.82%)
Discounts Allowed-Trade (504,000.00) (3.37%)
Freight & Service Charges Income 434,000.00 2.90%
Gross Operating Income 14,958,000.00 100%
Cost of Goods Sold 7,965,135.00 53.25%
Gross Profit 6,992,865.00 46.75%
Operating Expenses
Officer Salaries 450,000.00
Office Salaries 1,575,000.00
Payroll Taxes-- Employer FICA 232,240.00
Payroll Taxes-- FUTA 17,780.00
Payroll Taxes-- SUI 82,600.00
Workman Compensation Insurance 35,534.70
Profit-Sharing/Bonuses 72,900.00
Total Salary-Related Expenses 2,466,054.70 16.49%
Advertising-- General 48,000.00 0.32%
Advertising-- Distributor 30,000.00 0.20%
Public Relations 15,000.00 0.10%
Legal Fees 30,000.00 0.20%
Accounting Fees 48,000.00 0.32%
Professional Services-- Technical 90,000.00 0.60%
Automotive Expenses 48,000.00 0.32%
Bad Debts 30,000.00 0.20%
Bankcard Merchant Charges 90,000.00 0.60%
Janitorial/Cleaning Supplies 18,000.00 0.12%
Commissions-- Sales Brokers 18,000.00 0.12%
Commissions 120,000.00 0.80%
Contributions 24,000.00 0.16%
Collections Expense 6,000.00 0.04%
Directors Fees 30,000.00 0.20%
Dues & Subscriptions 18,000.00 0.12%
Depreciation 78,000.00 0.52%
Amortization/Leasehold Improvement 30,000.00 0.20%
Employee Functions/Benefits 40,000.00 0.27%
Travel & Entertainment 180,000.00 1.20%
Equipment Rental and Lease 120,000.00 0.80%
Lease-- Building 372,720.00 2.49%
Temporary Help-- Outside 12,000.00 0.08%
Telephone 120,000.00 0.80%
Telephone Maintenance 6,000.00 0.04%
Training 60,000.00 0.40%
Utility 48,000.00 0.32%
Insurance-- General/Product Liability 48,000.00 0.32%
Insurance-- Group Medical 150,000.00 1.00%
Insurance-- Life 30,000.00 0.20%
Licenses 18,000.00 0.12%
Repair & Maintenance-- Building 6,000.00 0.04%
14
ˇ Download Table
Total Year %of Sales
Repair & Maintenance-- Equipment 24,000.00 0.16%
Office Supplies 54,000.00 0.36%
Outside Services 48,000.00 0.32%
Payroll Service 3,600.00 0.02%
Outside Service-- Laboratory 30,000.00 0.20%
Promotions 60,000.00 0.40%
Printing 90,000.00 0.60%
Conventions 120,000.00 0.80%
Product Catalogs 180,000.00 1.20%
Warehouse Supplies 42,000.00 0.28%
Freight 420,000.00 2.81%
Postage 90,000.00 0.60%
Total Operating Expenses 5,609,374.70 37.50%
Income (Loss) From Operations 800,000.00 9.25%
Other Income & Expenses
Miscellaneous Income 0.00 0.00%
Interest Income 7,912.50 0.05%
Interest Expense (4,125.00) (0.03%)
Research & Development (999,802.80) (2.81%)
Total Other Income/Expenses (996,015.30) (2.78%)
Income Before Taxes 383,687.50 6.47%
Income Taxes (38%) (145,801.25) (2.46%)
Net Income 237,886.25 4.01%
Discussion of Plan of Operations
--------------------------------
By the end of fiscal 1998, the Company plans to implement a
packaging line/in-house quality control laboratory. The Company will contract
with an R&D entity to provide a defined product introduction schedule and
expectations. In addition to establishing its packaging operations, the Company
plans to lease a new location providing 12,800 square feet of space. This
facility will also house an in-house quality control laboratory.
The Company plans to implement its packaging operations fully by the
first quarter of 1999. Once operating, it anticipates a savings of $50,000 to
$100,000 in cost of goods expense. In addition, by having an in-house
laboratory, the Company can work in concert with its independent testing
laboratory further to authenticate the quality and safety of its products. The
above pro forma calculations are based on certain assumptions and sales figures
as indicated.
Assumptions used in Preparing Twelve Month Plan
-----------------------------------------------
The assumptions relied upon in preparing the Twelve Month Plan are as
follows:
15
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Employer Tax Burden
Employer FICA Rate 7.65%
FUTA Rate 0.80%
SUI Rate 3.60%
ˇ Download Table
Workers' Compensation Rate (per $100) Modifier Extension
Stores/Warehouse 9.57 0.756561 7.2402888
Salesperson-Outside 1.22 0.756561 0.9230044
Clerical Office Employees 1.04 0.756561 0.7868234
Officers not covered
Fifteen percent (15%) of the Company's employees are warehouse workers.
The rate used is calculated as ((7.2402888 *15) + (0.7868234*85)/100 which
equals 1.7548. In calculating the Employer Tax Burden, the ceiling reached by
employees was not accounted for, therefore the maximum employer tax burden was
used.
The Cost of Goods was calculated using 53.25% as the cost of goods.
This figure is derived from past history and the assumption that this will apply
in the future.
In calculating the R&D figure, $25,000 of officers' salaries may be
reclassified into R&D expense.
Interest Expense and Income was calculated assuming $300,000, $200,000
and $100,000 balances respectively paying 8.25% APR and 5% interest income for
balances of $50,000, $75,000, $100,000, $125,000, $150,000, $175,000 and
$200,000 balances, respectively.
The Company's leases were calculated at the rate of $16,000 per month
for the Hayward property, $7,000 per month for the San Rafael property and $0.62
per foot times 13,000 feet for the Packaging Plant to be leased at the end of
fiscal 1998.
Profit-sharing and bonuses were calculated as three percent of
salaries.
Employees
---------
The Company currently consists of 61 employees, all of whom are
full-time.
Year 2000 Issues
----------------
All of the Company's computer systems, including hardware and software,
utilize the date format specified in the underlying operating system of Windows
95 and, as a result, are fully Year 2000 compliant. As a result, the Company
does not anticipate any Year 2000 issues to arise, nor will there be any
expenses required in order to resolve Year 2000 issues.
16
Item 7. Description of Property
------- -----------------------
The Company currently rents office space located at 7332 East Butherus
Drive, Suite 101, Scottsdale, Arizona, 85260. The Company's subsidiary,
NutriCology, Inc., leases two warehouse office spaces, a main administrative and
warehouse location and an R&D and Sales office. The main administrative and
warehouse location, located in Hayward, California, is leased at a rate of
$13,738 per month for five years commencing June 1, 1998. The property consists
of approximately 25,440 square feet of office and warehouse space, of which
approximately 5,500 square feet is office space and 19,940 square feet consists
of warehouse space. The R&D and Sales office is located in San Rafael,
California and is leased at a rate of $7,000 per month for two years commencing
December 1, 1997.
The Company has established a packaging operation at a new location at
the end of March1998. This new location provides 12,800 square feet and is also
used to house the Company's quality control/in-house laboratory. This property
costs approximately $0.62 per square foot.
Item 8. Directors, Executive Officers and Significant Employees
------- -------------------------------------------------------
The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and
biographical information.
Stephen Levine. (Age 49). Chairman and Director of Research. Dr. Levine
graduated cum laude from the State University College in Buffalo, New York and
received his Ph.D. from the University of California, Berkeley. He was a Horace
and Edith King Davis Memorial Fellow and from 1972 to 1976 was an NIH Training
Grant, Predoctoral Fellow. In 1979, Dr. Levine founded Nutricology/Allergy
Research Group. Dr. Levine is internationally recognized as one of the foremost
and most innovative leaders and researchers in nutritional supplement
formulation. He is also recognized as an international lecturer with several
editorial positions in professionally sought- after publications. Dr. Levine is
the author of Antioxidant Adaption, Its Role in Free Radical Pathology, which is
considered to be the leading resource on the subject. Dr. Levine is the husband
of Susan Levine, who acts as Vice President of Convention Sales of the Company.
Marianne Sum. (Age 49). President, Chief Executive Officer and Director. Ms. Sum
graduated summa cum laude with a B.A. from Boston State College, received her
M.A. summa cum laude from Northeastern University and was a Ph.D. candidate in
History at Boston College. Ms. Sum has a twenty-five year history as a
successful businessperson, including the past seven years in the health and
wellness field. From 1992 to 1997 she was employed at Fun and Fitness, where she
was awarded Salesperson of the Year for 1992 and 1993 and was later promoted to
Vice President of Sales and Marketing.
Ricki Pollycove, M.D., M.H.S. (Age 47). Director, Secretary, Treasurer. Dr.
Pollycove obtained his B.A. in Zoology and Immunology in 1972 from the
University of California at Berkeley, her Master's in Health Sciences from the
University of California at Berkeley in 1975 and her M.D. from the University of
17
California, San Francisco in 1977. Dr. Pollycove completed an Internship in
Obstetrics and Gynecology at the University of California, Los Angeles and her
residency in Obstetrics and Gynecology at the University of California, San
Francisco, where she was Chief Resident at the UCSF Hospitals and Clinics in
1980-1981. Since 1981, Dr. Pollycove has been in private practice specializing
in Obstetrics and Gynecology, Breast Diseases and Integrative Medicine and is on
the active staff of California Pacific Medical Center. Dr. Pollycove was an
Assistant Professor at the University of Arizona College of Medicine from 1994
to the present, a Clinical Instructor at the University of California, San
Francisco, Department of Obstetrics and Gynecology and Reproductive Sciences
from 1981 to the present and a Gynecology clinical consultant at ASU Women's
Health Clinic in 1995. She is licensed by the California State Medical Board,
the Arizona State Medical Board and the American Board of Obstetrics and
Gynecology. Additionally, Dr. Pollycove was the Chief of the Division of
Gynecology, California Pacific Medical Center from 1992 to 1995 and an Associate
Director for Education, Breast Health Clinic, CPMC, from 1992 to 1997. Dr.
Pollycove has also held many consultant positions, including the American Cancer
Society Breast Cancer Task Force (1994 to present), the Arizona Women's Cancer
Network (1994 to 1997) and the Arizona Women's Cancer Control Project (1994 to
1997). She has also lectured extensively, participated in the Residency Teaching
Program at California Pacific Medical Center, and participated in public
education and other community education activities. Dr. Pollycove won a Fredi
award from the American Medical Association for her "Baby Safe" video in 1996
and has appeared on several nationally syndicated television programs.
Edward Lau (Age 38). General Manager. Mr. Lau holds a degree in Electrical
Engineering and Computer Science from the University of California at Berkeley.
He has been employed by NutriCology, Inc. for the past fifteen years. Mr. Lau is
the architect behind the design and creation of the sophisticated
state-of-the-art technology system now being implemented in the Company's new
25,000 square foot facility. He was promoted to General Manager of Scottsdale
Scientific, Inc. in July 1998.
Item 9. Remuneration of Directors and Officers
------- --------------------------------------
In fiscal 1997, Harmel S. Rayat, a former director of the Company,
received three million (3,000,000) shares of common stock of the Company in
exchange for services rendered. These shares were transferred to Dr. Stephen
Levine during the NutriCology acquisition. On November 1, 1998, each director
received 100,000 options for shares of common stock of the Company at $2.00
each, exercisable until December 31, 2003, in exchange for services rendered. No
other form of compensation, either in the form of cash or securities, has been
provided to directors. Compensation of $450,000.00 will be paid executive
officers for services in fiscal 1999.
Item 10. Security Ownership of Management and Certain Security Holders
-------- -------------------------------------------------------------
The following table sets forth, as of March 31, 1999, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
beneficially own more than
18
5% of the Company's Common Stock outstanding as of such date and by the officers
and directors of the Company as a group. Except as otherwise indicated, all
shares are owned directly.
ˇ Download Table
(1) (2) (3) (4)
Name and address of Amount and Nature Percent
Title of Class beneficial owner of beneficial owner of class
-------------- ---------------- ------------------- --------
Common stock Stephen Levine* 9,800,000 shares 65%
30806 Santana Street 100,000 options
Hayward, California 94544
Common Stock Marianne Sum 100,000 options 0%
30806 Santana Street
Hayward, California 94544
Common Stock Dr. Ricki Pollycove 100,000 options 0%
30806 Santana Street
Hayward, California 94544
Common stock Directors and Officers 9,800,000 shares 65%
as a group (3 person) 300,000 options
* Dr. Levine's 9,800,000 shares are controlled by Marianne Sum pursuant to a
Voting Trust Agreement dated February 9, 1999.
Item 11. Interest of Management and Others in Certain Transactions
-------- ---------------------------------------------------------
No officer or director of the Company has had an interest in any
corporate transaction. Although Stephen Levine was the sole shareholder of
NutriCology, Inc., he was not named to the Board of Directors of Scottsdale
Scientific until after the acquisition.
19
Item 12. Securities Being Offered
-------- ------------------------
No securities are being offered in conjunction with this filing.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
------- -------------------------------------------------------------------
Other Stockholder Matters
-------------------------
The shares of the Company's stock are traded on the OTC Bulletin Board
under the symbol STDS. Because the Company did not begin trading until October
22, 1997, it has only a limited trading history. The following have been the
average High and Low prices for the times indicated:
ˇ Download Table
High Low
October-December 1997 2.2500 0.1250
December-March 1998 2.5625 1.8750
April-June 1998 4.0625 2.3125
July-Sept 1998 4.0000 2.0000
Oct-Dec 1998 2.4000 1.0500
Jan-Mar 1999 2.6000 1.0700
As of March 31, 1999 there were 104 registered shareholders in the
Company. There are no dividend restrictions in the Company. Market makers who
have posted bids or offers during the period October 22, 1997 through March 31,
1999 are as follows:
Public Securities, Inc.
300 North Argonne Road
Spokane, Washington 99212
William K. Frankel & Co.
30 Montgomery Street
Jersey City, NJ 07302
Paragon Capital Corp.
7 Hanover Square
New York, NY 10004
Item 2. Legal Proceedings
------- -----------------
In 1993, a lawsuit was filed in the Circuit Court of the 15th Judicial
Circuit in and for Palm Beach County, Florida by NutriSupplies, Inc., successor
in the interest to rights of Robert H. Harris and the Earth Harvest, Inc.
against Nutricology, Inc. (which has since become a wholly-owned subsidiary of
the Company), Stephen A. Levine (officer, director and beneficial shareholder of
the Company) and Nicholas Gonzales, M.D. This matter is a contract dispute
between Dr. Gonzales and NutriSupplies, Inc. Nutricology and Dr. Levine were
named in the suit only because Nutricology had been Dr. Gonzales' supplier. Dr.
Gonzales has fully indemnified Nutricology and Dr. Levine from any wrong-doing
in this matter and the Company does not expect that the outcome of the suit be
favorable to Nutricology and to Dr. Levine.
20
Item 3. Changes in and Disagreements with Accountants
------- ---------------------------------------------
The Company has had no changes in or disagreements with its
accountants. NutriCology, Inc., the Company's subsidiary, changed its accountant
from Deloitte & Touche to Clancy & Company, P.L.L.C., the independent auditor of
Scottsdale Scientific, Inc., after it was acquired by the Company.
Item 4. Recent Sales of Unregistered Securities
------- ---------------------------------------
On May 1, 1997, the Company commenced an offering of 400,000 shares of
its common stock pursuant to Regulation D, Rule 504 at a price of $0.25 per
share for a total offering of $100,000. This offering was completed on July 10,
1997 with all shares sold. The proceeds from the offering were used for working
capital and to develop the Company's wholesale distributing business. The
offering was sold to the following investors, who included both accredited and
unaccredited investors:
ˇ Download Table
Name and Address Shares Purchased
Olga Alagich 1,000
26 Lower Greycliffe Street
Queenscliff NSW, 2096 Sydney, Australia
Nicole Alagich 1,000
1936 Peters Road
West Vancouver, BC V7J 1Y9 Canada
Sam L. Arnold 2,000
9441 Beverly Street
Bell Hower, CA 90706
Neil Baker 1,000
949 Monashee Place
Kelowna, B.C. Canada
Terry Baker 1,000
949 Monashee Place
Kleowna, B.C. Canada
Eric L. Barclay 2,000
500-1111 West Georgia Street
Vancouver, BC V6E 4W3 Canada
Tracy Bartram 1,000
#51-12311 Mc Neeley Drive
Richmond, BC V6V 2S2 Canada
21
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Eli Basas 1,000
7790 Goodlad Street
Barnaby, BC V5E 2H6 Canada
Jody Bauer 1,000
206 Newby Court
Kelowna, BC V1X 4G6 Canada
Mickey Beal 1,000
3757 Shane Crescent
Prince George, B.C. V2N 4N2 Canada
Tanya Bell 1,000
1936 Peters Road
North Vancouver, BC V7J 1Y9 Canada
Gurgan Birdi 4,000
8604-158A Avenue
Edmonton, Alberta T5J 2J9 Canada
Kathie Bishop 1,000
9031 Shanks Road
Winfield, B.C. V4V 1M4 Canada
Susan Bozyk 1,000
109-980 Dillworth Drive
Kelowna, BC V1V 1S6 Canada
Cody Brandel 500
11580 Hartford Court
Riverside, CA 92503
Lisa Brandel 500
11580 Hartford Court
Riverside CA 92503
Steve Brown 1,000
5512 Okanagan Avenue
Vernon, B.C. V1T 6Y5 Canada
Scott Bruce 1,000
3019 West 13th Avenue
Vancouver, BC V6K 2V1 Canada
22
ˇ Download Table
James Carswell 1,000
5930 147th Street
Surrey, BC V3S 3A8 Canada
Chuan-Na Chang 4,000
208 West 41st Avenue
Vancouver, BC V5Y 2S4 Canada
Edwin Cheng 4,000
1135 West 48th Avenue
Vancouver, BC V6M 2N4 Canada
Jimmy Chi-Ming Tin 4,000
22191 Westminister Way
Richmond, BC V6V 1B5 Canada
Satinder P. Choan 3,000
165 West 61st Avenue
Vancouver, BC V6B 1F8 Canada
Tajinder Chohan 20,000
165 West 61st Avenue
Vancouver, BC V6B 1F8 Canada
Leni M. Coreins 1,000
2887 East 44th Avenue
Vancouver, BC V5R 3A7 Canada
John L. Costin 1,000
109-2990 Quebec Street
Vancouver, BC V5T 4P7 Canada
Sandra Craig 2,000
1369 Compston Crescent
Tsawwassen, BC V4L 1P8 Canada
Vern Craig 4,000
1369 Compston Crescent
Tsawwassen, BC V4L 1P8 Canada
Biro Dhaliwal 4,000
3556 Calder Avenue
North Vancouver, BC V7N 3R9 Canada
23
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Lambar Dhaliwal 4,000
3556 Calder Avenue
North Vancouver, BC V7N 3R9 Canada
Sonia Dhaliwal 5,000
4486 Triumph Street
Burnaby, BC V5C 1Z9 Canada
Paul Dhaliwal 5,000
4486 Triumph Street
Burnaby, BC V5C 1Z9 Canada
Jasvinder Dhesi 2,000
650 Madore Avenue
Coquitlam, BC V3K 2B3 Canada
J. Dutchyn 1,000
#13-750 Badke Road
Kelowna, BC V1X 6G9 Canada
Navruze Engineer 2,000
51 Foxwood Drive
Port Moody, BC V3H 4X2 Canada
Dorlyn Evancic 1,000
#203-1240 Quayside Drive
New Westminister, BC V3M 6H1 Canada
Deborah Faurot 2,000
2196 Bayswater Street
Vancouver, BC V6K 4P2 Canada
Ken H. Finkelstein 2,000
3295 West 8th Avenue
Vancouver, BC V6K 2C6 Canada
Barbara Forcier 1,000
9571-209 B Street
Langley, BC V1M 2A6 Canada
Joe A Gamache 2,000
1421 Barber Court
Banning, CA 92220
24
ˇ Download Table
David Gamache 2,000
6805 Sundance Trail
Riverside, CA 92506
Tony Gambato 1,000
1570 Elm Street
Prince George, BC V2L 1C8 Canada
Dean Gardiner 2,000
42 Belgrave Street
Manly NSW, Australia
Larry Gerber 1,000
1197 Hammond Avenue
Coquitlam, BC V3K 2P2 Canada
John Gilfillan 1,000
3511 Rosamond Avenue
Richmond, BC V7C 2C9 Canada
Russell Bryce Gilfillan 1,000
11311 4th Avenue
Richmond, BC V7E 3G7 Canada
Robin Gilfillan 1,000
11311 4th Avenue
Richmond, BC V7E 3G7 Canada
Bryce Gilfillan 2,000
11311 4th Avenue
Richmond, BC V7E 3G7 Canada
Steven Giles 1,000
309-727 Houghton Road
Kelowna, BC V1X 7J7 Canada
Deborah Goble 1,000
23616 132nd Avenue
Maple Ridge, BC V4R 2S5 Canada
Dustin Gowilt 1,000
11416 78 Avenue
Delta, BC V4C 1N9 Canada
25
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Charles Grahn 1,000
203-1386 West 73rd Avenue
Vancouver, BC V3C 3G2 Canada
Barry Hagan 2,000
3440 Trumond
Richmond, BC V7E 1B2 Canada
Tyson Hartman 1,000
#3-22875 125b Avenue
Maple Ridge, BC V2X 0W8 Canada
Blake Hardy 1,000
2620 Rubicon Road
West Bank, BC V3T 1H7 Canada
Sharon L. Hebgin 