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Infectech Inc · 10SB12G/A · On 12/13/00

Filed On 12/13/00 11:31am ET · SEC File 0-26423 · Accession Number 1014897-0-241

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

12/13/00  Infectech Inc                     10SB12G/A              2:45                                     Walker Jody M/FA

Amendment to Registration of Securities of a Small-Business Issuer · Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          44    158K 
                          Small-Business Issuer                                  
 2: EX-27       Financial Data Schedule                                1      3K

10SB12G/A · Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Changes in and Disagreements With Accountants Description of Business Description of Exhibits Description of Property Description of Securities Directors, Executive Officers, Promoters and Control Persons Executive Compensation Indemnification of Directors and Officers Index to Exhibits Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations: Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters Recent Sales of Unregistered Securities Security Ownership of Certain Beneficial Owners and Management
1	1st Page
2	Item 1. Description of Business
14	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations:
16	Item 3. Description of Property
"	Item 4. Security Ownership of Certain Beneficial Owners and Management
17	Item 5. Directors, Executive Officers, Promoters and Control Persons
20	Item 6. Executive Compensation
21	Item 7. Certain Relationships and Related Transactions
22	Item 8. Description of Securities
23	Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters
"	Item 2. Legal Proceedings
"	Item 3. Changes in and Disagreements With Accountants
"	Item 4. Recent Sales of Unregistered Securities
25	Item 5. Indemnification of Directors and Officers
43	Item 1. Index to Exhibits
"	Item 2. Description of Exhibits

10SB12G/A 1st Page of 44 TOC Top Previous Next Bottom Just 1st
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10SB/A
AMENDMENT 4

General Form for Registration of Securities of Small
Business Issuers

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

INFECTECH, INC.
(Exact name of Small Business Issuer in its charter)

DELAWARE 34-1760019
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

Suite Two, 87 Stambaugh Avenue, Sharon, PA 16146
(Address of principal executive offices) (Zip Code)

Registrant's Telephone number, including area code: (724) 346-1302

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.02 par value

Forward-Looking Statements and Associated Risk. This Registration
Statement, including the information incorporated herein by reference,
contains forward-looking statements including statements regarding,
among other items, Infectech's growth strategies, and anticipated
trends in Infectech's business and demographics. These forward-
looking statements are based largely on Infectech's expectations and
are subject to a number of risks and uncertainties, certain of which
are beyond Infectech's control. Actual results could differ
materially from these forward-looking statements.

10SB12G/A 2nd Page of 44 TOC 1st Previous Next Bottom Just 2nd
3
ITEM 1. DESCRIPTION OF BUSINESS

A. Infectech was incorporated in June 1989 under the laws of the
State of Delaware. Drs. Felder and Ollar began discussions on
obtaining patents for important bacterial pathogens that utilized
paraffin as their sole carbon source. They believed a method could be
found to identify these faster and the symptoms treated more
efficiently and effectively, thereby reducing the time patients spent
being diagnosed for these illnesses. Infectech engaged in research
and obtaining patents which we successfully began to obtain with our
first patent being issued in 1992. We conducted additional research
over several years leading to the development of more patents related
to the use of paraffinophilic (paraffin-eating) bacteria which would
then be used in testing devices, so that the presence of harmful
bacteria could be more quickly detected then by conventional methods.

In 1995, Infectech began testing and research at a laboratory facility
in Milford, PA under the direction of Dr. Ollar. From 1995 to the
present, Infectech has maintained the laboratory at which Dr. Ollar
conducts research on the existing technology and developing related
applications.

On November 19, 1996, the Articles of Incorporation were amended to
increase the authorized shares from 120,000 to 20,000,000 and a 50 to 1
stock split was declared. Infectech has remained a development stage
company engaged in research and development of diagnostic tests and
therapeutics for infectious human diseases. Infectech has obtained 30
patents on this technology. Infectech's technology has extended to the
field of environmental bio-remediation which is the nontoxic
degradation of pollutants and other harmful substances utilizing the
same bacteria used in the medical diagnostic kit. Infectech has also
applied this technology to a cancer therapy known as apoptosis
involving the destruction of harmful cancer cells.

Infectech is registering our common stock under the Exchange Act of
1934 to be eligible for the quotation of our stock on the NASD Bulletin
Board.

The Infectech Method. Infectech's research regarding paraffin
as a sole carbon source led to the concept that paraffin-coated glass
slides may be used to grow, identify and perform antibiotic sensitivity
assays on paraffinophilic bacteria. Paraffinophilic bacteria are
bacteria that use paraffin as their sole food source. Infectech then
developed a technology that employs a paraffin carbon source that
enables viable or living paraffinophilic organisms to be separated from
viable non-paraffinophilic bacteria and from non-viable or dead
bacteria. In this method only viable paraffinophilic bacteria grow on
the paraffin coated glass slides. Those living or viable bacteria
found on the surface of the paraffin coated slides may be stained and
examined microscopically to determine the presence of suspect
pathogens, or disease carrying organisms.

Having identified the disease-causing bacterium, providing a patient
cure is the next step. In a manner similar to identification of the
pathogen, tests are conducted with a separate series of tubes
containing antibiotics. Macroscopic and microscopic examination of the
paraffin-coated slides indicate those tubes where there is an absence
of bacterial growth on the paraffin slide surface. Such absence means
that the antibiotic in question was able to kill the pathogen at a
particular concentration of antibiotic. Infectech's patented
technology will enable the medical community to conduct antibiotic
sensitivity testing upon a pathogen once it has been identified,
thereby enabling a more rapid and effective treatment of bacterial
infections. This enables the hospital or doctor to determine the most
appropriate antibiotic to use as well as the most effective in treating
the patient.

Infectech's paraffin slide culture technology provides a simple and
inexpensive method for isolating, identifying and performing antibiotic
sensitivity testing of paraffinophilic pathogens in markets ranging
from the largest metropolitan urban hospitals to modest third world
field laboratories. Of particular benefit to small hospitals, medical
centers and third world field laboratories is the potential of using a
variety of body fluids and fecal matter to provide samples for
identification. The convenience, efficiency, and safety of this method
also provide enhanced safety to the patient because of the non-
intrusive nature of gathering the samples.

10SB12G/A 3rd Page of 44 TOC 1st Previous Next Bottom Just 3rd
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The IDENTIKIT TM process, from the perspective of the physician and the
patient, will operate relatively simply. For example, a patient enters
a hospital with serious burns. Since burn patients are at high risk
for bacterial infection including Pseudomonas, a bacteria which causes
pneumonia, blood poisoning and other life-threatening disease, the
physician will order a sample of blood or sputum to be taken from the
patient. The sample will then be added to a series of test tubes
containing Infectech's patented growth media. Paraffin slides are then
added to the tube, and, with respect to Pseudomonas, for example,
within 24 hours (using the IDENTIKIT TM) a laboratory technician will
be able to observe the growth of bacteria on the paraffin and perform
biochemical tests on it which will enable the identification,
specification and antibiotic sensitivity testing of the patient's
strain of Pseudomonas. The physician will then be able to administer
the most appropriate antibiotic treatment.

Since 1997, Infectech has obtained over two dozen additional patents
and has begun to use the Infectech technology at several research
hospital facilities in the United States. Infectech has also
developed applications of its technology in the non-medical use of
environmental bio-remediation. In this application, the Infectech
method is used to produce bacteria which feeds upon certain toxic
pollutants. This allows the bio-remediation (or biological cleanups)
of polluted areas and such harmful substances as TCE (tri-
chloroethylene). Infectech has entered into a licensing agreement
with a bio-remediation firm actively engaged in this field.

Products. IDENTIKIT TM. Infectech intends to offer two types of
IDENTIKITs TM, one utilizing non-genetic microbiology and one utilizing
genetic and amplification technology. Both types of IDENTIKITs TM will
be used for all applications outside of the body in a noninvasive
technique and may be used without additional specialized equipment.
Both types of IDENTIKITs TM can be used for identification,
specification and antibiotic sensitivity testing.

Both types of IDENTIKITs TM, non-genetic and genetic amplification
technology can be tailored with design, composition and instructions
intended to meet specific customer requirements in identifying one or
more of the paraffinophilic, non-paraffinophilic and non-
paraffinophic/hydrophobic (water repellent) microorganisms. The price
of each kit will be dependent on the number of paraffinophilic
microorganisms to be tested by the kit. For example, the cost of a kit
designed to identify all known paraffinophilic microorganisms will
exceed the cost of a kit specifically designed to identify one
microorganism (e.g. an MAI IDENTIKIT TM).

The Non-genetic Microbiology Identification (NMI) IDENTIKIT TM is of a
standard design and suitable for identifying any number of
paraffinophilic, nonparaffinophilic or nonparaffinophilic/hydrophobic
microorganisms. This kit is suitable for 100 tests. The anticipated
list price of the kit for this testing of one of the disease causing
organisms is $200.00.

The Non-genetic Microbiology Antibiotic Sensitivity (NMAS) IDENTIKIT TM
is designed for determining the effectiveness of a drug or bacteria for
a paraffinophilic microorganism. Any number of paraffinophilic
microorganisms may be tested. This kit is also suitable for 100 tests
and can be shipped from stock. The anticipated list price of the kit
determining the effectiveness of a drug or bacteria is approximately
$300.00.

The Non-genetic Microbiology Antibiotic Sensitivity for
NonParaffinophilic Hydrophobic Organisms (NMAS) IDENTIKIT TM is
designed for determining antibiotic sensitivity for a specific
nonparaffinophilic/hydrophobic microorganism. This kit is also
suitable for 100 tests and can be shipped from stock. The anticipated
list price of this kit is approximately $300.00.

The Non-genetic Microbiology Antibiotic Sensitivity for Several
Organisms (Paraffinophilic, Nonparaffinophilic,
Nonparaffinophilic/hydrophobic) is designed for determining antibiotic
sensitivity for several organisms (user's choice of organism). This
kit is also suitable for 100 tests and will be approximately $500.00
list price.

No additional research or development is necessary to complete the non-
genetic paraffinophilic kits. Additional research is presently ongoing
for the nonparaffinophilic and nonparaffinophilic/hydrophobic

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non-genetic kits. This research is currently being conducted at the
VA Medical Center in New York City and at Infectech's laboratory in
Milford, Pennsylvania. However, the manufacturing, marketing and
sales will need to occur through a relationship with a large
international corporation. See "Sales and Marketing." Once such
relationship is established, sales of the non-genetic kit can begin in
overseas markets and domestic experimental markets for use in
laboratory research. With the exception of experimental markets, sales
in the U.S. cannot occur until FDA approval is granted.

Infectech has begun to obtain the requisite number of clinical trials
at the VA Medical Center in New York. We intend to obtain the
required clinical trials and to submit application for a 510-K (90 day)
approval from the United States Food and Drug Administration.

Genetic Based Probe/Amplification Technology for Identification (PATID)
is designed to rapidly identify specific microorganisms. The kit is a
genetic based system and components are specific for the type of
organisms to be scanned for. One kit is suitable for 100 tests.

Genetic Based Probe/ Amplification Technology for Antibiotic
Sensitivity (PATAS) is designed to perform rapid antibiotic sensitivity
testing for specific microorganisms. The kit genetic based procedure
and components are specific for a type of organism to be assayed for
antibiotic sensitivity testing. One kit is suitable for 100 tests.

By using Infectech's non-genetic IDENTIKITs TM, physicians will be
given better data earlier about their patients' conditions, freeing
them to make more effective treatment decisions. The following chart
illustrates comparisons of Infectech's method with conventional testing
for two life-threatening diseases.

[Enlarge/Download Table]

Infectech
Genetic
Infectech IDENTIKIT
Conventional Conventional Genetic Antibiotic
Method of Antibiotic IDENTIKIT Sensitivity
Identification Sensitivity Identification Testing

Mycobacterium
avium-intracellularae
(MAI) 8-30 days An additional 18-25 days 4-21 days total 8 days
Pseudomonas 24-48 hours An additional 24-48 hours 24 hours total 24 hours

MAI is an infection which affects organs, often the respiratory and
gastrointestinal tracts of AIDS patients and is often fatal.

Pseudomonas is a disease-causing bacteria which affects cystic-
fibrosis, burn unit patients and other persons suffering from immune
deficiencies resulting in serious illness and death.

Infectech believes that its patented testing method may be the only one
available, which can be successfully used with amplification techniques
for rapid antibiotic sensitivity testing. As a result, Infectech is
presently performing experimentation to combine its patented method
with amplification techniques in an easy-to-use amplification IDENTIKIT
TM, resulting in even more accelerated identification and antibiotic
sensitivity testing, as the following chart illustrates:

[Download Table]

Infectech
Genetic
Infectech IDENTIKIT
Conventional Conventional Genetic Antibiotic
Method of Antibiotic IDENTIKIT Sensitivity
Identification Sensitivity Identification Testing

MAI 8-18 days An additional 18-25 days 48-96 hours 48-72 hours
Pseudomonas 24-48 hours An additional 24-48 hours 24 hours total 24 hours

MD Diagnostics. In 1999, Infectech became interested in the use of
the Internet for its diagnostics. Management believed that the
Internet offered an excellent method of interpreting microbiology test
results over distances for its own tests and other medical tests.

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Infectech formed MD Diagnostics-com, Inc. in the state of Delaware on
April 2000. MDD-com is developing a business plan that would offer
medical diagnostic second opinions using specialists who would
interpret a variety of medical tests, including CAT scans, EKGs and
other tests. The MDD-com activities are not limited to Infectech-
based medical technology and will be a resource for a wide range of
medical tests.

The Market. Markets for the Identikits TM include hospitals,
clinical laboratories, medical research institutions, medical schools,
pharmaceutical companies and physician's offices. There are over 9,000
hospitals and medical laboratories in the United States, all of which
are logical customers for the Identikit TM products. It is anticipated
that the Identikit TM can capture a large percentage of the worldwide
market for identification of paraffinophilic pathogens due to its low
cost and the rapidity with which an assay can be completed.

At present, before FDA approval, both the non-genetic and the genetic
amplification kit can be sold in overseas markets subject to regulatory
requirements in a particular country, which vary. It can also be sold
in domestic experimental markets for use in laboratory research.

Marketing and Sales. Infectech is positioning itself to capture
the market for MAI and Tuberculosis bacteria diagnosis and antibiotic
sensitivity testing. Prior to the AIDS epidemic, MAI was a rare
disease. After the advent of widespread AIDS infection, MAI was found
to infect AIDS patients at a very high rate. According to the World
Health Organization (Global Tuberculosis Control: March 1999) world
health authorities have estimated that more than 70% of AIDS patients
harbor an MAI infection. MAI affects the bone marrow, spleen, liver
and lungs. It compromises the lymph nodes, thereby further destroying
the patient's immune system. MAI also causes opportunistic
infections among non-HIV infected children and the elderly. MAI is
believed to be a major contributor to AIDS wasting syndrome. Based on
in-house research, in addition to MAI, there are at least 20 other
disease-causing paraffinophilic bacteria for which Infectech's
Infectech method can be utilized.

Infectech initially plans to market its products through licensing and
distribution arrangements with large, well-established medical
diagnostic companies. Infectech's markets will potentially include
hospitals, clinical laboratories, medical research institutions,
medical schools, pharmaceutical companies (antibiotic sensitivity
testing methodology can be used to create new drugs to treat
paraffinophilic microorganisms), and physicians' offices.

Any contractual arrangements with others concerning the marketing and
distribution of its products may result in a lack of control by
Infectech over any or all of the marketing and distribution of such
products. Although Infectech is currently engaged in preliminary
efforts to establish such marketing arrangements, there can be no
assurance that Infectech will be able to enter into any such
arrangements on terms acceptable to Infectech, or at all.

As part of its overall service to the technical medical community,
Infectech is prepared to offer workshops and consultation in the
general area of medical diagnostics. While these two activities are
not large, they will produce minor amounts of revenue, but more
importantly will serve as the focal point for the dissemination of
information and training required for Infectech's. technology.
Infectech's future growth and profitability will depend, in large part,
on the success of its personnel and others in fostering acceptance by
the medical community. Such acceptance will be substantially dependent
on educating the medical community as to the distinctive
characteristics and perceived benefits of Infectech's proposed
products. There can be no assurance that Infectech's efforts or those
of others will be successful, or that any of its products will receive
the necessary acceptance by the medical community.

Potential Markets for Infectech's Technology.

Diagnostics. Infectech believes that significant demand exists
for an inexpensive diagnostic test for pathogens that
- does not need highly skilled manpower or technology to isolate
and distinguish deadly bacteria
- produces results rapidly and accurately,
- limits pre-preparation requirements,

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- tests a broad range of specimens and
- assays for antibiotic sensitivity to determine the optimal
treatment method.

Infectech believes that its patented slide culture technology meets
these requirements.

Infectech's technology provides for rapid and accurate identification
of at least 20 life-threatening paraffinophilic pathogens. These
pathogens include Pseudomonas, the major cause of death in intensive
care and burn units and the second leading cause of death in cancer
patients, Mycobacterium Avium Intracellular ("MAI"), the bacterial
infection most often associated with AIDS in the developed world) and
Mycobacterium Tuberculosis, a non-paraffinophilic hydrophobic pathogen
that can be grown via Infectech's technology. Mycobacterium
Tuberculosis is the causative agent of tuberculosis, the world's
deadliest infection. Each year in the United States alone, more than
10,000,000 tests are conducted for Mycobacterium Tuberculosis,
5,000,000 tests are conducted for Pseudomonas and more than 1,000,000
tests are conducted for MAI.

Using Infectech's patented slide-culture technology in combination with
gene amplification methodologies, life-threatening bacteria can rapidly
be identified. Using Infectech's proprietary baiting technology, the
efficacy of potentially appropriate antibiotics (e.g., penicillin) to
treat for these bacteria can be tested through rapid, inexpensive
antibiotic sensitivity tests. Infectech believes that its patented
testing method may be the only method available that can be
successfully used with amplification techniques for rapid antibiotic
sensitivity testing.

According to the World Health Organization, approximately 1.7 billion
people worldwide carry the Tuberculosis bacterium which equals
approximately 1 in 3 persons in the world. Although the majority of
these cases are in underdeveloped and developing countries, it is
thought by experts that as many as 10 million Americans may be infected
with TB. (Global Tuberculosis Control: March 1999)

This widespread health problem indicates a huge need for diagnostic
testing of those infected individuals. At an average testing cost of
merely $.45 per individual, a potential global market of at least $200
million exists.

Infectech is positioning itself to capture a significant share of the
market for MAI and Tuberculosis bacteria diagnosis and bacteria
sensitivity. Historically, the search for MAI and other members of the
genus Mycobacterium Tuberculosis has been very difficult. These
organisms grow slowly, and specimens require rigorous preparation to
prevent overgrowth of other more rapidly growing organisms often found
co-existing in specimens. Handling of mycobacterial specimens has
required highly-trained technicians and specialized equipment. This is
not true of Infectech's technology. The Identikit is a self-contained
testing device which requires little preparation. The sample is
simply added to the test tube. It is sealed and then examined. The
examination can be performed by any laboratory technician who need only
analyze the visual results on the test tube slide.
In addition, Infectech's technology permits sampling of a variety of
tissues, not just blood or sputum. Although MAI forms in the
gastrointestinal tract, physicians using conventional methods are
unable to detect the bacteria until they reach the bloodstream. Using
Infectech's technology, physicians will be able to analyze fecal matter
or urine to detect MAI where it begins, in the gastrointestinal tract
thereby leading to earlier treatment of the disease. Management is of
the opinion that the convenience, efficiency and safety of Infectech's
patented slide culture technology will provide enhanced safety for
patients because of the non-invasive nature of required procedures.

Management believes that its slide-culture technology also can be used
to detect the presence of non-paraffinophilic bacteria through use of
non-paraffin-based carbon coatings in a clean-room environment and
sampling of certain body fluids such as blood and spinal fluid.

The Infectech patented technology of paraffin slide culture does not
require the use of highly skilled manpower. Infectech's advantages in
this user-friendly method are:

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1. Eliminates the need for many processing steps currently needed to
decontaminate and concentrate specimens. Since only a few types of
organisms grow on paraffin, overgrowth due to specimen contamination is
not a problem. This avoids the need for highly-trained
mycobacteriologists who are customarily required to manipulate the slow
growing organisms.

2. The system eliminates the need for expensive and sophisticated
machinery like centrifuges.

3. As a self-contained system, the Infectech technology can be used
even in facilities in which electrical power and refrigeration are not
available. The test media utilized can be stored in a dehydrated
state at room temperature.

In addition, Infectech has filed a patent for a method of inducing
apoptosis, a method of controlled cell-death or cell "suicide", with
hydrophobic hydrocarbons, notably paraffin. Many types of cancer
therapy use drugs to kill cells. The use of paraffin to induce cell
death has important advantages, since paraffin is non-toxic and its
effect is local. Dr. Richard A. Lockshin, Ph.D., of St. John's
University, President of the Cell Death Society, has agreed to
collaborate with Infectech on electron microscopy work necessary on
this project.

Bio-remediation of Chlorine-contaminated Aquifers, Air and Soil.
Infectech believes that its utility patent for use of Compound C in
baiting paraffinophilic micro-organisms has broad application in
environmental bio-remediation of chlorine compounds such as
TriChloroEthylene. Infectech has granted a world wide exclusive
license to use this technology for bio-remediation to a Hermitage
Pennsylvania-based company, Bio-remedial Technologies, Inc. BRT
received a $250,000 grant from the state of Pennsylvania to treat
contaminated air streams containing styrene and other hazardous air
pollutants identified by the United States Environmental Protection
Agency, utilizing Infectech's patented technology in 1998. BRT
continues to use the Infectech method in its TCE degradation.

Veterinary Applications. Infectech intends to develop a kit to test
for Johne's Disease (caused by Mycobacterium Paratuberculosis) in
cattle, a possible cause of Crohn's Disease in humans. Federal Drug
Administration approval is not required for this product.

Proprietary Slide-culture Technology. Infectech has found that
paraffin-coated slides can be used to grow, identify and perform
antibiotic sensitivity assays on paraffinophilic bacteria. Infectech
has developed a technology utilizing a paraffin carbon source that
enables viable or living paraffinophilic organisms to be separated from
viable non-paraffinophilic bacteria grown on the paraffin-coated glass
slides. Living or viable bacteria can then be stained and examined
microscopically to determine the present of suspect pathogens.

Efficacy of an antibiotic can be tested on disease-causing bacteria in
a manner similar to identification of the pathogen. Test tubes in
which there is an absence of bacterial growth can be determined.
Absence of bacterial growth indicates that the antibiotic was able to
kill the pathogen at a particular concentration. Presence of bacterial
growth can indicate lack of effectiveness of the antibiotics to treat
for the pathogen. The technology also enables the user to determine
appropriate concentration of the antibiotic.

These features make Infectech's technology ideal for markets ranging
from large urban hospitals to third-world field laboratories.
Infectech believes that its technology can contribute to reducing
healthcare costs and significantly improving patient care.

Rapid Detection Advantage of Infectech's Slide-culture Technology.
By using Infectech's technology, laboratories will be able to
accurately identify and perform antibiotic sensitivity testing for
multiple pathogens in less time than conventional methods and with
greater accuracy. Using Infectech's technology, management
anticipates that:

Infectech's methods permit the sampling of a variety of tissue samples
(not just blood or sputum) with minimal preparation. The significance
of this may be seen, for example, in the current state of the art in
identifying and treating MAI, the bacterial infection most often

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associated with AIDS patients in the developed world. Although MAI
forms in the gastrointestinal tract, physicians normally cannot detect
it until it reaches the bloodstream using conventional methods.

Through analyzing fecal matter or urine, physicians using Infectech's
methods can detect MAI where it begins in the gastrointestinal tract,
leading to earlier treatment which can sometimes make the difference
between life and death in an AIDS patient.

Infectech's methods do not require specialized equipment or highly
skilled personnel to perform the protocols, unlike the existing
conventional methodologies. In fact, Infectech's methods may be
automated, resulting in a faster, more precise and cheaper diagnostic
process for the more than 9,000 hospitals and medical laboratories in
the United States, and similar customers throughout the world.
Infectech's solution can contribute to reducing health care costs,
which are continually rising.

Manufacturing. Before any sales of the Genetic Based
Probe/Amplification Technology kits can occur, Infectech must reach an
agreement with a large international corporation to manufacture, market
and sell the product. Once this occurs, sales of the Genetic Based
Probe/Amplification Technology kits can begin in overseas markets and
domestic experimental markets for use in laboratory research.

Infectech has entered into an exclusive, worldwide license and royalty
agreement for the manufacture and distribution of the PARASLC/TM with
Erie Scientific, Inc. The PARA SL/CTM is the paraffin-coated slide
used solely as a central component of the IDENTIKIT TM. Erie is the
largest manufacturer and distributor of medical glass slides in North
America, and a wholly owned subsidiary of Sybron International
Corporation. The license and royalty agreement calls for a net royalty
of 15% to be paid to Infectech on all worldwide sales of the PARASLC/TM
by Erie. In addition, Infectech has agreed to provide to Erie
consulting services for the paraffin slide culture technology.

To date, the production has been limited to several thousand slide
units due to the developmental state of Infectech. Although Infectech
is currently engaged in preliminary efforts to establish other
manufacturing arrangements with respect to certain of its proposed
products, there can be no assurance that the Company will be able to
enter into any such additional arrangements, on acceptable terms or at
all, or that any manufacturer will be able to meet any demand for such
products on timely basis.

Competition. Infectech believes that most existing methodologies for
identification and antibiotic sensitivity testing of paraffinophilic
bacteria are expensive and time-consuming. Infectech further believes
that there is limited competition in the field of antibiotic
sensitivity testing combined with amplification techniques for
paraffinophilic microorganisms. While the principal components of
Infectech's technology are patented, there can be no assurance that
larger, better-financed companies will not enter the market or that
others will not develop competing technologies.

Currently, the market for manufacture and distribution of diagnostic
kits for each of these pathogens is highly concentrated. The
competitors for manufacture and sale of kits for growing the pathogen
for tuberculosis on conventional solid media are Difco and Remel.
Difco has been consolidated into Becton Dickinson, which holds the
majority of the market for diagnostic tests for Tuberculosis using
continuous monitoring methods, which are utilized, extensively in major
urban U.S. areas. Similarly, the market for testing for Pseudomonas
and MAI is concentrated in Becton Dickinson, which sells petri-dish-
based diagnostic tests.

Licensing/Transactions. On September 14, 1999, Infectech and BRT
signed an exclusive licensing agreement for the licensing of certain
intellectual property and patents relating to the application in bio-
remediation fields. BRT is a company which specializes in the
biodegradation of chlorinated compounds and hydrocarbons. Unlike
other bio-remediation companies, BRT uses specially prepared microbes
to degrade volatile organic compounds from air, ground water and soil.

The term of the exclusive licensing agreement with BRT is for a period
of ten years. BRT will utilize Infectech's intellectual property
solely as it applies in the field of bio-remediation for the creation
of

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microbes for the specific task of bio-remediation. Infectech shall
receive a royalty of 15% per bio-remediation project during the
licensing period.

Infectech allows BRT the ability to maintain intellectual property
protection for methodologies involved in degrading VOC air emission,
and ground water and solid remediation. The technology will remain
that of Infectech with the application or enhancement of BRT being
additional. Infectech's management believes that there will be a
likelihood of success based upon early in-house laboratory studies
performed in conjunction with BRT which showed Infectech's methodology
to be superior to any current competing procedure in degrading
TriChloroEthylene (TCE). TCE is the most abundant groundwater
contaminant in the United States. TCE is not utilized as a food or
energy source by the microorganisms in the soil or groundwater. As a
result, the chemical accumulates in the environment and generates a
public health risk. BRT will require EPA approval for all site
projects involving bio-remediation.

The exclusive licensing agreement can be terminated early if

- either the assets or stock of BRT are acquired;
- BRT attempts to assign, sub-license, lease or otherwise transfer
its license without prior express written approval by Company.
- insolvency of BRT
- disqualification of BRT to conduct business;
- material adverse change in the financial condition of BRT
- BRT defaults on any provision of the agreement and does not cure
the default within 15 business days after written notice is
received.

On October 15, 1997 Infectech signed a letter of intent (LOI) with the
Erie Scientific Company (a wholly owned subsidiary of Sybron
International) for the development of Infectech's Paraffin Slide
Culture (Para SL/Ctm) technology into a commercially marketable product
for the detection and susceptibility testing of pathogenic
Mycobacteria.

If development efforts are completed and all the requisite pre-
marketing regulatory approvals for any proposed products are obtained,
Infectech will need to establish manufacturing and marketing
capabilities, either directly or through contractual arrangements with
others, such as joint venture, licensing or similar collaborative
agreements in order to commercialize any such products. Infectech is
currently engaged in preliminary efforts to establish manufacturing and
marketing capabilities with respect to certain of its proposed
products; however, there can be no assurance that Infectech will be
able to enter into such arrangements or that it will be able to obtain
the necessary financing to manufacture and market such products
directly.

Once a suitable manufacturing relationship is established, the non-
genetic and genetic amplification IDENTIKITsTM are essentially ready
for production.

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On November 18, 1993, Infectech entered into an exclusive worldwide
license and royalty agreement for the manufacture and distribution of
the PARA SL/CTM with Erie Scientific, Inc. The PARA SL/CTM is the
paraffin-coated slide used solely as a major component of the IDENTIKIT
TM. Erie Scientific, Inc., is the largest manufacturer and distributor
of medical glass slides in North American, and is a wholly owned
subsidiary of Sybron International Corporation. The license and
royalty agreement calls for a net royalty of 15% paid to Infectech of
all worldwide sales of the PARA SL/CTM Erie. In addition, Infectech
has agreed to provide to Erie consulting services for the IDENTIKIT TM.

Patents and Proprietary Rights. Infectech has been issued and
granted thirty (30) U.S. patents, including:

[Enlarge/Download Table]

Patent No. Issue Date Title

5,153,119* October 6, 1992 Method For Speciating
And Identifying MAI
(Mycobacterium Avium-
Intracellular)

5,316,918 May 31, 1994 Method and Apparatus For
Testing MAI (Mycobacterium
Avium-Intracellulare) For
Antimicrobial Agent
Sensitivity

5,472,877 December 5, 1995 Apparatus For Determining
The Presence Or Absence of
MAI (Mycobacterium Avium-
Intracellular)

5,569,592 October 29,1996 Apparatus For Testing MAI
(Mycobacterium Avium-
Intracellular) For
Antimicrobial Agent
Sensitivity

5,637,5011 June 10, 1997 Method And Apparatus For
Automatically Testing The
Antibiotic Sensitivity Of
A Paraffinophilic
Microorganism

5,639,675 June 17, 1997 A Method Of Identifying
A Nonparaffinophilic
Microorganism Using
Various Milieus And An
Associated Apparatus***

5,641,645 June 24, 1997 A Method For Determining
The Antimicrobial Agent
Sensitivity Of A
Nonparaffinophilic
Microorganism Using
Various Milieus And An
Associated Apparatus

5,654,194 August 5, 1997 A Method Of Identifying
A Nonparaffinophilic
Microorganism Using
Various Milieus And
An Associated Apparatus

5,663,056 September 2, 1997 A Method For Determining
The Antimicrobial Agent
Sensitivity Of A
Nonparaffinophilic
Microorganism And An
Associated Apparatus***

5,668,010 September 16, 1997 A Method For Determining
The Antimicrobial Agent
Sensitivity Of A
Nonparaffinophilic
Microorganism Using
Various Milieus And An
Associated Apparatus

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12
5,667,169 October 14, 1997 A Method For Determining
The Antimicrobial Agent
Sensitivity Of A
Nonparaffinophilic
Microorganism And An
Associated Apparatus

5,698,414 December 16, 1997 Method And Apparatus For
Testing Paraffinophilic
Microorganisms For
Antimicrobial Agent
Sensitivity

5,707,824 January 13, 1998 Method of Determining The
Presence Or Absence Of A
Paraffinophilic Microorganism***

5,721,112 February 24, 1998 A Method Of Determining The
Presence Or Absence Of A
Nonparaffinophilic Microorganism
In A Specimen And An Associated
Apparatus

5,726,030 March 10, 1998 Method for automatically testing
the antibiotic sensitivity of a
nonparaffinophilic microorganism

5,750,363 May 12, 1998 Method for determining the
antibiotic agent sensitivity
of a nonparaffinphilic
microorganism and an associated
apparatus

5,776,722 July 7, 1998 Method of testing a body specimen
taken from a patient for the presence
or absence of a microorganism and a
further associated method and associated
apparatus

5,801,009 September 1, 1998 Method for determining the antimicrobial
sensitivity of a paraffinophilic
microorganism using various milous and
an associated apparatus

5,804,406 September 8, 1998 Determining sensitivity of paraffinophilic
microorganisms to antimicrobials

5,846,760 December 8, 1998 Method for determining a presence of a
nonparaffinophilic hydrophobia microorganism
in a body specimen and an associated apparatus

5,854,013 December 29, 1998 Method of determining presence or absence of a
nonparaffinophilic microorganism in a specimen

5,854,014 December 29, 1998 Apparatus for testing paraffinophilic
microorganisms for antimicrobial sensitivity

5,882,919 March 16, 1999 Apparatus for determining the presence or
absence of a nonparaffinophilic microorganism in a
specimen

5,882,920 March 16, 1999 Apparatus for determining the presence or absence
of a nonparaffinophilic microorganism

5,891,662 April 6, 1999 Method for determining the antimicrobial agent
sensitivity of a nonparaffinophilic hydrophobic
microorganism

5,962,306 Method of determining the presence or absence of a
nonparaffinophilic microorganism in a specimen and
an associated apparatus.

5,989,902 Method for determining the antimicrobial agent
sensitivity of a nonparaffinophilic hydrophobic
microorganism and an associated apparatus.

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5,935,806 Method and apparatus for speciating and identifying
MAI, (mycobacterium avium-intracellulare) and
testing the same for antibiotic sensitivity

5,981,210 Method for determining a presence or absence of a
nonparaffinophilic hydrophobic microorganism in a
body specimen by using a DNA extraction procedure
and a novel DNA extraction procedure

5,994,120 Method of bioremediating an organic hazardous
substance

* Corresponding patents in Australia (parent and divisional) and
Europe (parent and divisional); corresponding application in Canada
*** Corresponding patent in South Africa as of November 27, 1996
1 Corresponding applications will be filed in
AU/BR/CA/CH/EP/JP/MX/NZ/RF/SK
2 Corresponding applications will be filed in
AU/BR/CA/CH/EP/JP/MX/NZ/RF/SK
3 Term of patent shall not extend beyond expiration of Patent
5,677,169

4 Term of patent shall not extend beyond expiration of Patent
5,654,194

Each of the above patents expire seventeen years after the date of
grant.

Infectech is presently allowing its patented technology to be used at
the VA Medical Center of New York to perform research confirming the
efficacy of the IDENTIKIT TM and to perform additional research with
amplification techniques. It is anticipated that the technique will
increase the rapidity with which both bacterial identifications and
antibiotic sensitivities can be determined, reducing the time required
by one or two orders of magnitude.

The slide culture technology may be automated. Infectech is presently
in negotiation with several diagnostic companies for the automation of
the paraffin baiting method. Infectech has been granted a patent for
the automation method. This will potentially lower the cost for
identification and antibiotic sensitivity testing for MAI and for all
other paraffinophilic microorganisms.

There can be no assurance that any issued patents will provide
Infectech with significant competitive advantages, or that challenges
will not be instituted against the validity or enforceability of any
patent owned by Infectech or, if instituted, that such challenges will
not be successful. The cost of litigation to uphold the validity and
prevent infringement can be substantial. Furthermore, there can be no
assurance that others will not independently develop similar
technologies or duplicate Infectech's technologies or design around the
patented aspects of Infectech's technologies. While obtaining
patents is deemed important to Infectech, patents are not considered
essential to the success of its business. However, if further patents
do not issue from present or future applications, Infectech may be
subject to greater competition.

Infectech also relies on a combination of non-competition and
confidentiality agreements with its employees, licensing agreements,
trademarks and trade secret laws to establish and protect proprietary
rights to its technologies. There can be no assurance that trade
secrets will be established, that secrecy obligations will be honored,
or that others will not independently develop similar or superior
technologies.

Dependence on One or a Few Major Customers. Infectech does not
expect that any single customer will account for more than ten percent
of its business.

Employees. Infectech employs four full time persons and six part
time persons. Infectech shall employ additional individuals as
required.

Governmental Regulation. In order to gain broad acceptance,
Infectech's diagnostic kits will require approval from the United
States Food and Drug Administration ("FDA") and regulatory bodies
outside of the United States. Infectech intends to apply for FDA

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approval based upon clinical testing programs conducted at major
medical centers including the New York's VA Hospital, the University of
West Virginia School of Medicine and the State University of New York
School of Medicine. Data obtained from these institutions will enable
Infectech to apply for FDA approval process testing kits through the
510-K application process.. No assurance can be given that Infectech
will successfully develop or commercialize any proposed applications of
its technology.

With the exception of experimental markets, sales in the United States
cannot occur until FDA approval is granted. FDA approval will take no
less than one year. This includes 4-5 months of research, 4-5 months
of clinical trials and the 2-3 months for review by the FDA. The
research associated with the FDA approval will cost approximately
$200,000.

Regulatory requirements for the FDA include:

Device Classifications - The device clarification is under 510K
regulations for a non-invasive device.
Investigational device exemptions - There would be no exemptions
except for utilization of these devises used solely for experimental
purposes.
Clinical investigator monitoring - Infectech technology is being
monitored for clinical investigation at the Bronx VA in New York.
Institutional review board approval - The Infectech product
reviewed at the VA Medical Center will have the Lutine review board
method of approval.
Premarket approval applications and conditions of approval - Medical
articles have already been written by the University of West Virginia
School of Medicine and articles are being prepared for peer-review
journals by the VA Medical Center in New York and St. Vincent's
Hospital in New York.
Registration and Listing - will occur on completion of FDA testing
at the VA medical Center.
Labeling - The labeling will take approximately one month after the
FDA approval for this noninvasive test.
Manufacturing, including design controls - controlled by the Sybron
Corporation and its Erie Scientific Division which is a wholly owned
subsidiary of Sybron Corporation.
Post-market obligations, including medical device reporting (MDR)
and recalls - Infectech shall be governed by the FDA and its medical
reporting apparatus.
Import and export requirements - These will be fulfilled according
to the jurisdiction of each foreign country in which Infectech intends
to market its products.
Penalties and legal remedies available to the FDA for violations of
the Federal Device and Cosmetic Act and the regulations promulgated
under its authority - These will be routine penalties and legal
remedies available to the FDA for a noninvasive device under 510K
regulations.

These various FDA regulatory requirements bear certain inherent risks
in any type of activity involving noninvasive medical devices unique to
Infectech but are generally applicable to all providers of similar
products in the medical diagnostics field. While Infectech does not
have unique requirements, this field is highly regulated and subject to
FDA oversight and monitoring which poses risk in this type of activity
which would include the suspension of sales activities and distribution
of the products should the government exercise those remedies. The
broad range of actions the FDA can utilize would include the suspension
of further production distribution and sales.

In addition to working on obtaining the necessary governmental
approvals to bring the product to market and looking for additional
marketing arrangements through established distribution channels, the
Company plans to perform contract experimental work testing for the
efficacy of chemotherapeutic agents against paraffinophilic
microorganisms. Infectech has no specific time-frame for performing
experimental work for this testing.

Infectech expects to begin clinical trials of its slide-culture
technology in early 2001 and expects to receive approval of its
technology from the FDA before the summer of 2002 through the 510-K
application process. Infectech expects to begin marketing its test
kits internationally during the first quarter of 2001.

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Compliance with Environmental Laws. Infectech has no material costs
or effects of compliance with federal, state or local environmental
laws.

Seasonal Nature of Business Activities. Infectech's business
activities are not seasonal.

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:

Trends and Uncertainties. Demand for Infectech's products will be
dependent on, among other things, market acceptance of Infectech's
concept, the quality of its products, government approval and general
economic conditions, which are cyclical in nature. Inasmuch as a major
portion of Infectech's activities will be the receipt of revenues from
the sales of its products, Infectech's business operations may be
adversely affected by Infectech's competitors and prolonged
recessionary periods.

Capital and Source of Liquidity. Infectech requires substantial
capital in order to meet its ongoing corporate obligations and in order
to continue and expand its current and strategic business plans.
Initial working capital has been obtained by the private sale of
Infectech's common shares from November 1996 to present.

For the nine months ended September 30, 1999, Infectech received
proceeds from the issuance of common stock of $133,234 resulting in net
cash provided by financing activities of $133,234 for the nine months
ended September 30, 1999.

For the nine months ended September 30, 1998, Infectech had proceeds
from the issuance of common stock of $270,074. As a result, Infectech
had net cash provided by financing activities of $270,074 for the nine
months ended September 30, 1998.

For the nine months ended September 30, 1999, Infectech had patent
costs of $55,997, purchase of equipment of $2,450 and an increase in
deposits of $51 resulting in net cash used in investing activities of
$58,498. Infectech anticipates that costs associated with product
testing and development will continue to increase.

For the nine months ended September 30, 1998, Infectech received
$200,000 from the redemption of certificate of deposit. Infectech
purchased equipment for $4,505 and had patent costs of $179,554 for the
nine months ended September 30, 1998. Infectech had an increase in
deposits of $82 and had deferred merger and offering costs of $76,070
for that same period. As a result, Infectech had net cash used in
investing activities of $60,211 for the nine months ended September 30,
1998.

Infectech has a $10,500 line of credit, all of which was available at
September 30, 1999. The line of credit is collateralized by the
personal guarantee of a stockholder.

On a long-term basis, liquidity is dependent on continuation and
expansion of operation and receipt of revenues, additional infusions of
capital and debt financing. Infectech believes that additional
capital and debt financing in the short term will allow Infectech to
increase its marketing and sales efforts and thereafter result in
increased revenue and greater liquidity in the long term. However,
there can be no assurance that Infectech will be able to obtain
additional equity or debt financing in the future, if at all.

Results of Operations. Since inception, Infectech has not received
any material revenues from operations.

Research and development expenses were $49,352 for the nine months
ended September 30, 1999 versus $65,266 for the nine months ended
September 30,, 1998. This decrease was due to research activities for
its patents being shifted to work done internally in 1999. Wages
increased to $86,592 for the nine months ended September 30, 1999 from
$29,470 for the nine months ended September 30, 1998. This was the
result from one employee working full time in research and development
starting the later part of 1998. Legal and accounting decreased to
$19,726 for the nine months ended September 30, 1999 versus $52,239 for
the nine months ended September 30, 1998. The 1999 decrease was due
to a change in law firms to a less costly firm and less usage during
1999.

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Consulting and professional fees increased to $116,059 for the nine
months ended September 30, 1999 from $12,000 for the nine months ended
September 30, 1998. This increase is due to increasing activity with
consultants regarding marketing and commercialization of Infectech's
product.

Insurance expense decreased from $5,536 for the nine months ended
September 30, 1998 to $51 for the nine months ended September 30, 1999
since Infectech discontinued life insurance coverage on its officers.

Public relation expenses were $30,188 for the nine months ended
September 30, 1999 versus -0- for the nine months ended September 30,
1998. This is due again to Infectech starting to market its product.
Infectech incurred $30,614 in expenses for the nine months ended
September 30, 1999 in connection with starting a subsidiary, MD-
Diagnostics.com, Inc. to develop internet sites for medical
diagnostics.

Infectech had sales of $3,669 for 1998 versus -0- for 1997 and 1996.
The revenue was due to a royalty payment earned in 1998.

Research and development expenses increased to $92,004 for 1998 from
$60,697 for 1997 and $17,500 for 1996. This was due to increasing
research activities for its patents. Wages increased to $121,092 for
1998 from $24,568 for 1997 and $16,000 for 1996. This was the result
from one employee working full time in research and development for
1998. Legal and accounting was $61,556 for 1998, $60,938 for 1997 and
$80,711 for 1996. The 1998 and 1997 decrease was due to a change in
law firms to a less costly firm.

Travel expenses were $11,467 for 1998, $27,053 for 1997 and $9,310 for
1996. The increase travel expenses for 1997 was due to more trips to
biotech companies and investment bankers. Consulting and professional
fees increased to $183,466 for 1998 from $104,971 for 1997 and $43,360
for 1996. These increases are due to increasing activity with
consultants regarding marketing and commercialization of Infectech's
product.

Plan of Operation. Infectech is in the development stage and has not
conducted any significant operations to date and has received only
minimal royalty revenues. Infectech may experience problems; delays,
expenses and difficulties sometimes encountered by an enterprise in
Infectech's stage of development, many of which are beyond Infectech's
control. These include, but are not limited to, unanticipated problems
relating to product development, testing, regulatory compliance,
manufacturing costs, production and marketing problems, additional
costs and expenses that may exceed current estimates and competition.

Infectech has funding needs of approximately $1.2 million. Infectech
shall seek equity or debt financing for intellectual Property
($30,000), research and development for Tuberculosis Pseudomonas
($814,400), legal expense for patents ($263,419) and internet research
and development ($50,000). This does not include Infectech's working
capital need. Research and development expenses will be dependent on
the availability of funds. Infectech does not expect any additional
purchases of plant and equipment. There are no expected significant
changes in the number of employees. If Infectech obtained funding,
support type of employees such as secretarial, etc, may be required.

As of September 30, 1999, Infectech had working capital of $47,964.
Infectech expects to use this capital to continue research and
development of patents and for the costs associated with executing an
initial public stock offering. Infectech believes that the net
proceeds from equity financing together with revenues from operations,
if any, will be sufficient to meet its anticipated cash needs for
working capital and capital expenditures until approximately December
1999. There can be no assurance, however, that the net proceeds from
equity financing will not be expended prior thereto due to
unanticipated changes in economic conditions or other unforeseen
circumstances. Unless growth in Infectech's revenues from operations
substantially exceeds management's current expectations, by
approximately December 1999, Infectech will be required to seek
additional equity or debt financing to fund the costs of its
operations, including continued development of its products. There can
be no assurance that additional financing will be available or that, if
available, such financing will be on acceptable terms to enable
Infectech to complete development of or commercialize any of its
proposed products or technologies.

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Infectech is not delinquent in any of its obligations even though
Infectech has generated limited operating revenues. Infectech
intends to market its products utilizing cash made available from the
private and public sale of its securities. Infectech's management is of
the opinion that revenues from the sale of its products and the
proceeds of the sales of its securities will be sufficient to pay its
expenses until its business plan can be fully implemented.

Year 2000 Issues. To date, Infectech has had no material effects from
the Year 2000 issues.

ITEM 3. DESCRIPTION OF PROPERTY

Infectech will operate out of two locations. The corporate
headquarters will remain in Sharon, Pennsylvania and the clinical lab
will continue in Milford, Pennsylvania. These offices consist of 3100
square feet. Infectech pays approximately $2,500 per month for use of
these two locations. Infectech may consolidate operations to a single
location once clinical testing is successfully completed. Also,
Infectech will use the offices of Dr. Felder as its corporate
headquarters. Dr. Felder will sublease a portion of his offices at a
rate of approximately $550 per month to partially cover the cost of
rent, office equipment, utilities and office personnel. Infectech
retains the right to increase these payments in accordance with any
rental time and increased need for office equipment, utilities and
office personnel at both locations.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tabulates holdings of shares of Infectech by each person
who, subject to the above, at the date of this prospectus, holds of
record or is known by Management to own beneficially more than 5.0% of
the Common Shares and, in addition, by all directors and officers of
Infectech individually and as a group. Each named beneficial owner
has sole voting and investment power with respect to the shares set
forth opposite his name.

Shareholdings at Date of
This Prospectus

[Download Table]

Percentage of
Number & Class(1) Outstanding
Name and Address of Shares Common Shares

Mitchell S. Felder, M.D. (2) (3) 2,252,589 31.75%
Suite 2
87 Stambaugh Avenue
Sharon, PA 16146

Robert Ollar, Ph.D. (2) 1,697,322 23.92%
122 Cornelia Lane
Milford, PA 18337

David Bernstein, Esq. (2) (3) 246,837 3.48%
33111 Seneca Drive
Solon, OH 44139

Susan Felder (2) 382,967 5.40%
Suite 2
87 Stambaugh Avenue
Sharon, PA 16146

Stephen Lewis 100,000 1.41%
112 Mehard Avenue
Greenville, PA 16125

Thomas Inman 0 0.00%
27 Garrett Lane
Mercer, PA 16137

William Moder 0 0.00%
Kerrwood Place, Suit 104
2500 Highland Road
Hermitage, PA 16148

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All Directors & Officers
as a group (7 persons) 4,679,715 65.96%

(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.

Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.

(2)Assumes exercise of all outstanding stock options. Includes for
each of Dr. Felder, Dr. Ollar, Mr. Bernstein and Mrs. Felder, 42,535,
23,368, 37,978 and 29,167 shares, respectively, which such person has
the right to acquire under options issued to him/her under the 1996
Stock Option Plan at a purchase price of $1.20 per share.

(3)Includes for each of, Dr. Felder and Mr. Bernstein, 77,500 and
10,000 shares, respectively, for repayment of loans made to Infectech.

Stock Options. The Corporation has issued options for the purchase of
up to 828,852 shares of common stock to fourteen persons. The options
are "non-qualified stock options" which are not qualified for treatment
under Section 422 of the Internal Revenue Code of 1986, as amended.

The term of the options has generally been up to ten years from the
date of grant, and provide for vesting over a period of three years
from the date of grant.

The Corporation's 1996 Stock Option Plan provides for the issuance of
options for the purchase of 1,182,750 shares of the Corporation's
Common Stock to employees and consultants. In lieu of salary for past
services, certain employees have received stock options to purchase up
to 322,406 shares at a purchase price of $1.20 per share under the
Stock Option Plan. Of the total 322,406 shares eligible for purchase
pursuant to options, Dr. Felder, Dr. Ollar, Thomas Inman, William Moder
II, David Bernstein, Steve Lewis, and Susan Felder have options to
purchase a total of 227,200 shares. The remaining 95,116 shares
eligible for purchase pursuant to options were distributed among 8
other employees.

The Corporation's 1998 Stock Option Plan provides for the issuance of
options for the purchase of 1,200,000 shares of the Corporation's
Common Stock to employees and consultants. Currently no options have
been issued under the 1998 Stock Option Plan.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Board of Directors. The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor. All holders of Common Stock will have the
right to vote for Directors of Infectech. The Board of Directors has
primary responsibility for adopting and reviewing implementation of the
business plan of Infectech, supervising the development business
plan, review of the officers' performance of specific business
functions. The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of
Infectech. Directors receive no cash compensation or fees for their
services rendered in such capacity.

The Executive Officers and Directors are:

[Download Table]

Name Position Term(s) of Office

Mitchell S. Felder, M.D.
age 47 CEO, President and Inception
Treasurer and Director to present

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Robert A. Ollar, Ph.D.
age 52 Executive Vice President Inception
and Chief of Scientific to present
Affairs and Product Development
and Director

Susan Felder
age 46 General Manager and Director Inception
to present

David Bernstein, age 39 Corporate General Counsel
and Director

Stephen R. Lewis, age 40 Director 1995
to present

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Thomas Inman, age 45 Secretary and Controller June 1995
to present

William J. Moder, III, age 48 Director Sept. 1998
to present

Resumes:

Mitchell S. Felder, M.D., is a co-founder of Infectech, a founding
member of Infectech's Scientific Advisory Board, and serves as Vice
Chairman of Infectech's board of directors. Dr. Felder is a
contributor to certain of the patent applications for Infectech's
products, and has worked in Infectech's clinical medical effort. He
received his M.D. degree from the University of Rome, Italy in 1983,
and has been an attending Neurologist at the Horizon Hospital System in
Greenville, Pennsylvania since 1997. Dr. Felder is married to Susan
Felder and is a first cousin of Mr. Bernstein.

Robert A. Ollar, Ph.D. is a co-founder of Infectech, a founding member
of Infectech's Scientific Advisory Board, and has served as Chairman of
the board of directors of Infectech since 1989. Dr. Ollar received his
Ph.D. degree from the University of Surrey, England, United Kingdom in
1993. Prior to that, he received his Master of Science Degree majoring
in Microbiology in 1984 from the University of Glasgow, Great Britain.
Prior to that, he performed research at the Institute Pasteur Du
Brabant in Brussels, Belgium. Dr. Ollar is the inventor of Infectech's
slide culture technology. Dr. Ollar is presently an Assistant
Professor of Neurology at the New York Medical College.

Susan Felder has served as General Manager and director of Infectech
since its inception in 1989. From 1978 to 1989 she had progressive
analyst responsibilities with the Insurance Services Office, Inc.
leading to the position of Computer Programmer which she held until
1989. From 1978 to 1979 she held the position of Marketing Research
Analyst for the Continental Insurance Company. She received her B.A.
in Economics from Rutgers College in 1976. She is the wife of Dr.
Felder.

David Bernstein, Attorney-at-Law, is Corporate Counsel for Infectech
and is a director of Infectech. Mr. Bernstein is a sole practitioner
practicing law in Cleveland, Ohio. Prior to engaging in sole practice,
Mr. Bernstein was an attorney at Bekaert Corporation, a manufacturing
company. He received his Juris Doctor of Law from The University of
Akron in 1983 and his Bachelor's Degree in Accounting from Kent State
University in 1980. Mr. Bernstein is a first cousin of Dr. Felder.

Stephen R. Lewis has served as a director of Infectech since 1995. Mr.
Lewis is an investment broker with, and shareholder of Butler Wick &
Co., Inc. of Sharon, Pennsylvania since 1988. He received his
Bachelor's Degree in Finance from Indiana University of Pennsylvania in
1983.

Thomas L. Inman was the Corporate Controller for Infectech, having
served from June 1995 to September 1999. Mr. Inman is the Secretary of
Infectech. Since 1999, Mr. Inman is employed by the Mercer County
Agency on Aging and was previously employed as an internal auditor for
the County of Mercer in Pennsylvania from 1990 to 1999.

William Moder, III is General Counsel for Infectech and has been a
director of Infectech since September, 1998. Mr. Moder is an attorney
engaged in private practice in Hermitage, Pennsylvania. He has advised

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Infectech as local counsel, primarily on contract issues. Prior to
entering private practice, Mr. Moder was corporate counsel for First
National Bank of Pennsylvania, a subsidiary of F.N.B. Corporation, for
14 years. He is a 1974 graduate of Edinboro University of
Pennsylvania and earned his juris doctorate degree in 1980 from the
University of Akron.

The Corporation has not established any committees, other than the
Compensation Committee and the Stock Option Plan Committee, which
administers the issuance of options under the Corporation's 1996 and
1998 Stock Option Plans. The Compensation Committee is composed of Dr.
Felder, Dr. Ollar, Mr. Shardy. and Mr. Moder. The Stock Option Plan
Committee consists of Dr. Felder and Dr. Ollar

Scientific Advisory Board. In July 1995 Dr. Ollar and Dr. Felder
founded the Corporation's Scientific Advisory Board, which in addition
to them consists of the following members:

Nancy D. Connell, Ph.D., Assistant Professor, Dept. Of Microbiology and
Molecular Genetics, UMDNJ/New Jersey Medical School

Carl Gene Coin, M.D., Department of Radiology, University of Miami
School of Medicine

Joseph Giordano, M.D., Attending Internist, Sharon Regional Health
System

Vincent LaBombardi, Ph.D. Chief of the Department of Microbiology, St.
Vincent's Hospital New York, New York; Assistant Professor of
Microbiology, New York Medical College.

Richard Steinfeld, M.D., Attending Internist, Sharon Regional Health
System

Benjamin M. Blumberg, Ph.D., Professor of Neurology, University of
Rochester Medical School

Joseph H. Kite, Jr., M.D., Professor of Microbiology; State University
at Buffalo School of Medicine and Biomedical Sciences

Jane Pascale, M.D., Assistant Professor of Microbiology; State
University at Buffalo, NY

Sheldon Brown, M.D., Assistant Professor of Medicine; Mt. Sinai School
of Medicine, NY, NY; Attending Physician Infectious Diseases; Bronx
V.A. Hospital

Dale Pokorney, M.D., Assistant Professor of Dermatology, Case Western
Reserve School of Medicine

Pattisapu R.J. Gangadharam, Ph.D., Professor of Medicine, Microbiology
and Pathology, Director of Mycobacteriology research, University of
Illinois at Chicago

Thomas Kelly, Ph.D., Professor of Microbiology Laboure College; Boston,
MA

David Sklansky*, Author of seven books on probability theory and
wagers.

Zsuzua (Susan), Polgar*, Women's World Chess Champion.

Ms. Polgar and Mr. Sklansky do not have a scientific background.

Each member of the Scientific Advisory Board has received an option to
purchase six hundred fifty (650) shares of stock at $4.50 per share.
Such options vest over a three-year period beginning on December 6,
1996, and expire without further vesting within ninety (90) days after
each member's termination of Scientific Advisory Board service.

ITEM 6. EXECUTIVE COMPENSATION

No executive officer of Infectech, except for Dr. Robert Ollar,
received any cash compensation for the fiscal year ended December 31,
1997. Dr. Ollar received cash compensation of $23,333 during fiscal
year ended December 31, 1997. When operations allow, Dr. Ollar will
receive a salary of $60,000 per year based on his full time work at

10SB12G/A 21st Page of 44 TOC 1st Previous Next Bottom Just 21st

Infectech's laboratory; and Dr. Felder will receive a salary of $60,000
per year based upon part-time work. Infectech retains the right to
increase or decrease the cash compensation of its employees as
necessitated by business conditions. In lieu of salary for past
services, certain employees have received options to purchase up to
322,406 shares of Infectech's common stock at a price of $1.20 per
share.

[Enlarge/Download Table]

Long Term Compensation
Annual Compensation Awards
(a) (b) (c) (d) (e) (f) (g)
Name Securities
And Other Annual Restricted Stock Underlying
Principle Cal. Salary Bonus Compensation Award(s) Options
Position Yr. ($) ($) ($) ($) (#)

Dr. Felder 1998 0 0 75,175
CEO 1997 0 0 179,756
1996 0 0 0 0

Dr. Ollar 1998 $36,395 0 0
Executive 1997 $23,333 0 92,189
Vice Pres. 1996 $16,000 0 0 0

Aggregate Option Exercises in Last Fiscal Year and FY-End Option Values

[Enlarge/Download Table]

(a) (b) (c) (d) (e)
Shares Number of securities underlying Value of Unexercised In-the
Acquired Unexercised Options/SARs at Money Options at
On Exercise Value FY-End (#) FY-End($)
Name # Realized Exercisable/Unexercisable Exercisable/Unexercisable

Dr. Felder 0 0 114,895/110,036 $47,833/$35,867
Dr. Ollar 6,250 7,438 55,209/30,730 $12,396/$39,666

Option in Last Fiscal Year (1998)
Individual Grants

[Enlarge/Download Table]

(a) (b) (c) (d) (e)

Number of Securities % of Total
Underlying Options Exercise or Expiration
O

Infectech Inc · 10SB12G/A · On 12/13/00

Filed On 12/13/00 11:31am ET · SEC File 0-26423 · Accession Number 1014897-0-241

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