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

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

10SB12G/A
1st Page of 44
TOC
Top
Previous
Next
Bottom
Just 1st
 
Sponsored Ads...

2
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
4
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                   

10SB12G/A
4th Page of 44
TOC
1st
Previous
Next
Bottom
Just 4th
5
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.               

10SB12G/A
5th Page of 44
TOC
1st
Previous
Next
Bottom
Just 5th
6
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,                                  

10SB12G/A
6th Page of 44
TOC
1st
Previous
Next
Bottom
Just 6th
7
-   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:                                                  

10SB12G/A
7th Page of 44
TOC
1st
Previous
Next
Bottom
Just 7th
8
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                

10SB12G/A
8th Page of 44
TOC
1st
Previous
Next
Bottom
Just 8th
9
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                                                                              

10SB12G/A
9th Page of 44
TOC
1st
Previous
Next
Bottom
Just 9th
10
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.                                                                 

10SB12G/A
10th Page of 44
TOC
1st
Previous
Next
Bottom
Just 10th
11
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                              

10SB12G/A
11th Page of 44
TOC
1st
Previous
Next
Bottom
Just 11th
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.         

10SB12G/A
12th Page of 44
TOC
1st
Previous
Next
Bottom
Just 12th
13
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              

10SB12G/A
13th Page of 44
TOC
1st
Previous
Next
Bottom
Just 13th
14
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.                          

10SB12G/A
14th Page of 44
TOC
1st
Previous
Next
Bottom
Just 14th
15
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.                                                                           

10SB12G/A
15th Page of 44
TOC
1st
Previous
Next
Bottom
Just 15th
16
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.                                              

10SB12G/A
16th Page of 44
TOC
1st
Previous
Next
Bottom
Just 16th
17
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                                                      

10SB12G/A
17th Page of 44
TOC
1st
Previous
Next
Bottom
Just 17th
18
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      

10SB12G/A
18th Page of 44
TOC
1st
Previous
Next
Bottom
Just 18th
19
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  

10SB12G/A
19th Page of 44
TOC
1st
Previous
Next
Bottom
Just 19th

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         

10SB12G/A
20th Page of 44
TOC
1st
Previous
Next
Bottom
Just 20th

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
                              Options      Granted to Employees   Base Price     Date   
   Name                      Granted (#)       in Fiscal Year      ($/Sh)               
Dr. Mitchell Felder           75,175              98%               $1.20        2008   
Dr. Robert Ollar                   0               0%                 n/a         n/a   

Employment Agreements.   Dr. Robert Ollar is employed under an                  
employment agreement for $20,000 per year.   Other than Infectech's             
standard form of non-competition and confidentiality agreement,                 
Infectech does not presently have any employment contracts in effect            
with the named executive officers of Infectech, including any                   
compensatory plans or arrangements resulting from the resignation,              
retirement or other termination of the named executive officers of              
Infectech, other than the compensation arrangements discussed above.            

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

Related Party Transactions.   Prior to July 1995, all of Infectech's            
expenditures were funded by Dr. Mitchell Felder.   Dr. Felder advanced          
Infectech $26,776 in 1993, $36,649 in 1994, $19,564 in 1995 and $36,189         
in 1996.   Advances from inception of Infectech to December 31, 1992            
totaled $39,387.   Under an agreement with Infectech, $64,833 of the            
amounts loaned was converted to common stock.                                   

In 1992, David Bertstein, a stockholder, provided legal services                
amounting to $12,000 in exchange for a non-interest bearing note                
payable due or before December 1, 1999.   Mr. Bernstein has agreed to           
accept 10,000 Common Shares of Infectech as repayment of this debt upon         
completion of this offering.                                                    

10SB12G/A
22nd Page of 44
TOC
1st
Previous
Next
Bottom
Just 22nd

Infectech subleases a portion of its office space from Dr. Felder,              
President, at a rate of $550 per month to cover the cost of rent,               
office rent, computer equipment, utilities and office personal.   These         
payments totaled $6,600 in 1999.                                                

William Moder serves as general counsel for Infectech.   Mr. Moder is           
paid on an hourly basis for professional services at the rate of $50            
per hour and is also given stock options in an equal amount,                    
exercisable at a price of $1.20 per share.   In 1998, Mr. Moder                 
received $11,015 in cash and 11,015 stock options for legal services            
provided to Infectech.                                                          

Infectech entered into a consulting agreement with Steven Lewis, a              
stockholder and director of Infectech.   The term of the consulting             
agreement is one (1) year commencing May 18, 1998.    Infectech has not         
extended the agreement and it expired May 18, 1999.  Mr. Lewis shall be         
paid a $4,000 per month payable quarterly under the terms of the                
Agreement.    Additionally, Mr. Lewis has received 30,000 stock options         
with an option price of $1.20 per share.  The agreement provided that           
upon Infectech receiving $300,000 during its term, that Mr. Lewis would         
receive an additional 30,000 stock options at the option price of $1.20         
per common share, which did not occur.   During 1997 and 1996, Mr.              
Lewis was paid $31,347 and $18,360, respectively for his prior services         
to forfeiture, which number will be reduced by 16,137 Common Shares             
Mr. Lewis was never awarded the additional 30,000 stock options due to          
non-performance and termination of the contract.                                

ITEM 8.  DESCRIPTION OF SECURITIES                                              

Qualification.   The following statements constitute brief            
summaries of Infectech's Certificate of Incorporation and Bylaws, as            
amended.  All material portions of the Certificate of Incorporation and         
Bylaws have been discussed.                                                     

Infectech is authorized to issue 20,000,000 shares of Common Stock, par         
value $.02 per share.  As of the date hereof, there are 6,265,588               
shares of Common Stock outstanding, excluding shares reserved for               
issuance upon the exercise of 828,852 issued and outstanding common             
stock options.                                                                  

The holders of the Common Stock are entitled to one vote per share with         
respect to all matters on which holders of Infectech's common stock are         
entitled to vote.  Holders of the common stock have the right to                
dividends from funds legally available therefor, when, as and if                
declared by the board of directors and re-entitled to share ratably, in         
all of the assets of Infectech available for distribution to holders            
of shares of common stock upon liquidation, dissolution or winding up           
of the affairs of Infectech.  Holders of common stock do not have               
preemptive, subscriptive or conversion rights.  The common stock does           
not have cumulative voting rights and, therefore, holders of shares             
entitled to exercise more than 50% of the voting power are able to              
elect 100% of the Directors of Infectech.  As a result, the existing            
shareholders of Infectech have the power to retain control over                 
Infectech, despite any accumulation of common stock pursuant to this            
offering.                                                                       

Transfer Agent.    Florida Atlantic Stock Transfer, Inc. of           
Tamarac, Florida currently acts as Infectech's transfer agent.                  

10SB12G/A
23rd Page of 44
TOC
1st
Previous
Next
Bottom
Just 23rd

PART II                         

ITEM 1.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON               
EQUITY AND RELATED STOCKHOLDER MATTERS                                          

Infectech common shares are listed on the National Quotation Board              
("pink sheets") under the symbol IFEC.                                          

Quarter ended                 High Bid            Low Bid                       

June 30, 1999                 $2.00              $1.50                          
September 30, 1999            $1.50              $1.00                          
December 31, 1999             $1.00              $ .06                          
March 31, 2000                $2.90              $ .38                          
June 30, 2000                 $1.75              $ .80                          
September 30, 2000            $1.00              $ .38                          

Infectech has never paid any cash dividends nor does it intend, at this         
time, to make any cash distributions to its shareholders as dividends           
in the near future.                                                             

As of October 31, 2000, the number of holders of Infectech's common             
stock is 77.                                                                    

ITEM 2.  LEGAL PROCEEDINGS                                                      

Merger With Regal One Corporation ("Regal").   On April 7, 1998, the            
Corporation entered into a Plan and Agreement of Merger with Regal, a           
Florida Corporation, whose shares are listed on the OTC Bulletin Board          
under the symbol "RONE."   Regal was to issue approximately 26,320,520          
Common Shares to the Corporation's stockholders so that on the                  
effective date of the merger, the shareholders of the Corporation would         
have owned in the aggregate 85% of the Common Shares of Regal, which            
upon closing will change its name to Infectech.    A condition of the           
merger was that the Corporation raise a minimum of $300,000 prior to            
June 30, 1998.  This condition was not met and the Corporation                  
exercised its right to terminate the transaction.                               

The Corporation filed for arbitration in Pennsylvania (AAA Case No. 55-         
136-0131-98) to recover monies advanced to Regal One and other fees and         
costs.   The matter has been amicably settled.                                  

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.                          

During Infectech's two most recent fiscal years or any later interim            
period, there have been no changes in or disagreements with Infectech's         
principal independent accountant or a significant subsidiary's                  
independent accountant.                                                         

ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES.                              

During the first and second quarter of 1997 Infectech issued 522,450            
Common Shares at $1.20 per share in cash to the following individuals           
and entities.                                                                   

Jean C. Harnett                    46,250                                       
James Gessler                      10,000                                       
James M. Holl & Steve D. Gurrera   10,000                                       
Carl Shardy                        42,000                                       
David A. & Betty I. Geisel          5,000                                       
Mark B. Jubelirer                  10,000                                       
John F. Loretta A. Hamley           3,000                                       
Dale Pokorney                      16,000                                       
Martin M. Horowitz                 50,000                                       
Cathi Gurska                       12,500                                       
Samuel Bungo                        7,000                                       
Gary W. Podobruck                   4,000                                       
Beverly D. Beshore                 20,000                                       
Scott D. Payne                      4,000                                       
Karen Gagen                        14,700                                       
Richard J. Donatelli                2,500                                       
M. Virginia Larimer                 5,000                                       
Charles O. & Lorraine A. Stepp      2,000                                       
Alexis J. Loomis                   10,000                                       
Stacey B. Enck                      5,000                                       
Ian C. Horowitz                     5,000                                       
Annamarie Denis                     5,000                                       

10SB12G/A
24th Page of 44
TOC
1st
Previous
Next
Bottom
Just 24th

Ronald L. Susan D. Campbell        33,000                                       
Patricia E. Loomis & James L.                                                   
Gibson                          10,000                                    
Steven B. Bakst                    40,000                                       
Mitchell S. Felder                 37,500                                       
Scott A. Riley                     18,000                                       
Glenn B. Harnell                   80,000                                       
Allen D. Kidd                      15,000                                       
Marten C. Owens                    15,000                                       
Steve D. Gurrera                    2,500                                       
Christine & David Kirila           10,000                                       
John A. & Joyce A. Mackey                                                       
Custodians                      10,000                                    

These issuances were made in compliance with Rule 505, Regulation D of          
the Securities Act of 1933 by Registrant's management, consultants and          
selected broker/dealers.  No commissions or other remuneration was paid         
to anyone.  No general solicitation was utilized.   The determination           
of whether an investor was accredited or non-accredited was based on            
the responses in the subscription agreement filled out by each                  
investor.                                                                       

During the second quarter of 1998, Infectech issued 225,000 Common              
Shares for cash payments of $1.20 to the following:                             

Bruno Melaragno                        20,000                                   
Anthony Melaragno                      20,000                                   
Carl Shardy                            27,000                                   
Dale Pokorney                          10,000                                   
John & Joyce Mackey, Custodians        10,000                                   
Marten C. Owens                        10,000                                   
Peter Melaragno                        20,000                                   
Victor Melaragno                       20,000                                   
Ronald Campbell                        10,000                                   
Victor Melaragno, Custodian            10,000                                   
Richard J. Donatelli                   10,000                                   
Steve D. Gurrera                        3,000                                   
Christine & David Kirila               10,000                                   
A. William Senopole, Jr.               10,000                                   
Aurelio Berardinelli                   20,000                                   
William E. Brest                       15,000                                   

These issuances were made in compliance with Rule 505, Regulation D of          
the Securities Act of 1933 by Registrant's management, consultants and          
selected broker/dealers.  No commissions or other remuneration was paid         
to anyone.  No general solicitation was utilized.   The determination           
of whether an investor was accredited or non-accredited was based on            
the responses in the subscription agreement filled out by each                  
investor.                                                                       

In January 1998, Infectech issued 121 Common Shares pursuant to option          
exercise at $.01 per Common Shares to Thomas A. Kelly, Ph.D.   The              
Common Shares were issued to a sophisticated investor who had access to         
information on Infectech necessary to make an informed investment               
decision for cash consideration pursuant to an exemption from                   
registration under Section 4(2) of the Securities Act of 1933.                  

In the second and third quarters of 1998, Infectech issued Common               
Shares for option exercise at $.01 per Common Share as follows.                 

Name                         Common Shares         Cash Payment                 
Thomas A. Kelly, Ph.D          1,017                   $ 10.17                  
Robert A. Ollar, Ph.D.         6,250                   $ 62.50                  
Jeffrey Lewis                 49,825                   $498.25                  

Dr. Kelly obtained the options during 1997 for his work with the                
scientific advisory board.   Dr. Kelly also obtained options in 1997            
and 1998 for services on the scientific advisory board.   Dr. Ollar             
received options for scientific contributions to Infectech.   Mr. Lewis         
was granted options for financial consulting services to Infectech in           
1997 and 1998.   The option price of $1.20 is based upon the previous           
private offering price.                                                         

The Common Shares were issued to sophisticated investors who had access         
to information on Infectech necessary to make an informed investment            
decision for cash consideration or services pursuant to an exemption            
from registration under Section 4(2) of the Securities Act of 1933.             

10SB12G/A
25th Page of 44
TOC
1st
Previous
Next
Bottom
Just 25th

During the first quarter of 1999, Infectech issued 111,000 common               
shares at $1.20 per common share cash payment (aggregate of $133,200)           
to the following:                                                               

Robert Hudock             10,000 Common Shares                                  
James A. Hudock           10,000 Common Shares                                  
John Zullo                10,000 Common Shares                                  
Frank Shardy              19,000 Common Shares                                  
Victor Melaragno          10,000 Common Shares                                  
Anthony Melaragno         10,000 Common Shares                                  
Bruno Melaragno           20,000 Common Shares                                  
Aurelio Berarolineli      10,000 Common Shares                                  
John Demas, Sr.           12,000 Common Shares                                  

These issuances were made in compliance with Rule 504, Regulation D of          
the Securities Act of 1933 by Registrant's management, consultants and          
selected broker/dealers.  No commissions or other remuneration was paid         
to anyone. The determination of whether an investor was accredited or           
non-accredited was based on the responses in the subscription agreement         
filled out by each investor.                                                    

In March 1999, Infectech issued 3,334 Common Shares pursuant to option          
exercise at $.01 per Common Shares to June Pasacic for financial                
consulting services provided in 1996.   The Common Shares were issued           
to a sophisticated investor who had access to information on Infectech          
necessary to make an informed investment decision for cash                      
consideration or services pursuant to an exemption from registration            
under Section 4(2) of the Securities Act of 1933.                               

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Indemnification.  Infectech shall indemnify to the fullest extent               
permitted by, and in the manner permissible under the laws of the State         
of Delaware, any person made, or threatened to be made, a party to an           
action or proceeding, whether criminal, civil, administrative or                
investigative, by reason of the fact that he is or was a director or            
officer of Infectech, or served any other enterprise as director,               
officer or employee at the request of Infectech.  The Board of                  
Directors, in its discretion, shall have the power on behalf of                 
Infectech to indemnify any person, other than a director or officer,            
made a party to any action, suit or proceeding by reason of the fact            
that he/she is or was an employee of Infectech.                                 

Insofar as indemnification for liabilities arising under the Act may be         
permitted to directors, officers and controlling persons of Infectech,          
Infectech has been advised that in the opinion of the Securities and            
Exchange Commission such indemnification is against public policy as            
expressed in the Act and is, therefore, unenforceable.  In the event            
that a claim for indemnification against such liabilities (other than           
the payment by Infectech of expenses incurred or paid by a director,            
officer or controlling person of Infectech in the successful defense of         
any action, suit or proceedings) is asserted by such director, officer,         
or controlling person in connection with any securities being                   
registered, Infectech will, unless in the opinion of its counsel the            
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by           
it is against public policy as expressed in the Act and will be                 
governed by the final adjudication of such issues.                              

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR          
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE             
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS          
THEREFORE UNENFORCEABLE.                                                        

Limitation on Liability and Indemnification Matters.   The Certificate          
of Incorporation of the Corporation limits the liability of directors           
of the Corporation to the Corporation or its stockholders to the                
fullest extent permitted by Delaware law.  Specifically, directors of           
the Corporation will not be personally liable for money damages for             
breach of a duty as a director, except for liability (i) for any breach         
of the director's duty of loyalty to the Corporation or its                     
stockholders, (ii) for acts or omissions not in good faith or which             
involve intentional misconduct or a knowing violation of law, (iii)             
under Section 174 of the Delaware General Corporation Act, which                
relates to unlawful declarations of dividends or other distributions of         
assets to stockholders or the unlawful purchase of shares of the                
corporation, or (iv) for any transaction from which the director                
derived an improper personal benefit.                                           

10SB12G/A
26th Page of 44
TOC
1st
Previous
Next
Bottom
Just 26th

PART F/S                                                                        

The following financial statements required by Item 310 of Regulation           
S-B are furnished below                                                         

Independent Auditor's Report dated March 24, 1999                               
Balance Sheet as of December 31, 1998 and 1997                                  
Statement of Operations for the Years ended December 31, 1998, 1997 and         
1996 and the period from June 21, 1989 (inception) to December 31, 1998         
Statement of Stockholders' Equity for the Years ended December 31,              
1998, 1997 and 1996 and for the period from June 21, 1989 to December           
31, 1998                                                                        
Statement of Cash Flows for the Years ended December 31, 1998, 1997 and         
1996 and for the period from June 21, 1989 to December 31, 1998                 
Notes to Financial Statements                                                   

Balance Sheet as of September 30, 1999                                          
Statement of Operations for the Nine Months ended September 30, 1999            
and 1998                                                                        
Statement of Cash Flows for the Nine Months ended September 30, 1999            
and 1998                                                                        
Notes to Financial Statements                                                   

10SB12G/A
27th Page of 44
TOC
1st
Previous
Next
Bottom
Just 27th

March 24, 1999                                                                  

Board of Directors                                                              
Infectech, Inc.                                                                 
Sharon, Pennsylvania                                                            

Independent Auditors' Report                                                    

We have audited the accompanying balance sheets of Infectech, Inc., a           
development stage enterprise, as of December 31, 1998 and 1997 and the          
related statements of operations, stockholders equity (deficit) and             
cash flows for each of the three years in the period ended December 31,         
1998 and for the period from June 21, 1989 (inception) to December 31,          
1998.  These financial statements are the responsibility of Infectech's         
management.  Our responsibility is to express an opinion on these               
financial statements based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audits         
to obtain reasonable assurance about whether the financial statements           
are free of material misstatement.  An audit includes examining, on a           
test basis, evidence supporting the amounts and disclosures in the              
financial statements.  An audit also includes assessing the accounting          
principles used and significant estimates made by management, as well           
as evaluating the overall financial statement presentation.  We believe         
that our audits provide a reasonable basis for our opinion.                     

In our opinion, the financial statements referred to above present              
fairly, in all material respects, the financial position of Infectech,          
Inc. as of December 31, 1998 and 1997 and the results of its operations         
and its cash flows for each of the three years in the period ended              
December 31, 1998 and for the period from June 21, 1989 (inception) to          
December 31, 1998 in conformity with generally accepted accounting              
principles.                                                                     

/s/Hill Barth & King, Inc.                                                      
Certified Public Accountants                                                    
Sharon, Pennsylvania                                                            

-1-                                                                             

10SB12G/A
28th Page of 44
TOC
1st
Previous
Next
Bottom
Just 28th

BALANCE SHEETS                                                                  
INFECTECH, INC                                                                  
(A development stage enterprise)                                                

December 31, 1998 and 1997                                                      

                                                                [Download Table]

                                                           DECEMBER 31,       
                                                      1998              1997  
                     A S S E T S                                              
                                                                              
CURRENT ASSETS                                                                
Cash and cash equivalents                        $  217,295         $  295,489
Certificate of deposit                                    0            200,000

EQUIPMENT                                                                     
Medical equipment                                    43,517             37,013
Less accumulated depreciation                        16,078             10,192
                                                 ----------          ---------
NET EQUIPMENT                                        27,439             26,821
                                                 -----------         ---------

OTHER ASSETS                                                                  
Deposit                                               1,669             1,456 
Patent costs, net of accumulated amortization                                 
of $82,442 in 1998 and $51,686 in 1997              522,092           361,475 
                                                 ----------         --------- 
TOTAL OTHER ASSETS                                  523,761           362,931 

                                                 $  768,495        $  885,241 
                                                 ==========        ========== 

            LIABILITIES AND STOCKHOLDERS EQUITY                               

CURRENT LIABILITIES                                                           
Accounts payable                                  $  33,006         $  16,205 
Accrued payroll taxes                                   522               363 
Accrued state taxes                                   2,468             2,516 
                                                 ----------        ---------- 
TOTAL CURRENT LIABILITIES                            35,996            19,084 
                                                 ----------        ---------- 

STOCKHOLDERS EQUITY - NOTES E, F, G AND H                                     
Common stock - $.02 par value per share:                                      
Authorized 20,000,000 shares; issued and                                      
outstanding 6,366,450 shares in 1998                                          
and 6,033,200 shares in 1997                        127,329           120,664 
Additional paid-in capital                        1,853,546         1,446,993 
Deficit accumulated during the                                                
development stage                                (1,248,376)         (701,500)
                                                 ----------         --------- 
TOTAL STOCKHOLDERS EQUITY                           732,499           866,157 
                                                 ----------         --------- 
                                                 $  768,495        $  885,241 
                                                 ==========        ========== 

See accompanying notes to financial statements                                  

-2-                                                                             

10SB12G/A
29th Page of 44
TOC
1st
Previous
Next
Bottom
Just 29th

STATEMENTS OF OPERATIONS                                                        
INFECTECH, INC.                                                                 
(A development stage enterprise)                                                

Years ended December 31, 1998, 1997, 1996 and                                   
period from June 21, 1989 (inception) to December 31, 1998                      

                                                                [Download Table]

                                                                       PERIOD FROM 
                                                                      JUNE 21, 1989
                                                                       (INCEPTION) 
                                              YEAR ENDED                    TO     
                                              DECEMBER 31,             DECEMBER 31,
                                       1998     1997     1996            1998      
                                      -----     -----    -----           ----      
                                                                                   
OPERATING INCOME                                                                   
Sales                              $  3,669    $   0     $  0          $ 3,669     

OPERATING EXPENSES                                                                 
Research and development             92,004   60,697   17,500          206,011     
Wages                               121,092   24,568   16,000          177,404     
Telephone                             7,592    9,955    3,595           29,255     
Office expense                        9,746    7,541    2,328           22,675     
Insurance                             5,536    5,066    6,765           17,692     
Legal and accounting                 61,556   60,938   80,711          234,743     
Travel                               11,467   27,053    9,310           68,416     
Payroll taxes                         3,185    2,268    1,573            8,627     
State and local taxes                 4,796    3,777    2,584           11,692     
Amortization                         30,756   20,669   14,194           85,282     
Depreciation                          5,886    5,288    4,410           16,079     
Rent                                 28,212   26,713   19,808           74,733     
Consulting and professional fees    183,466  104,971   43,360          331,797     
Miscellaneous                         6,656    8,355      956           17,526     
                                    -------  -------   ------         --------     
TOTAL OPERATING EXPENSES            571,950  367,859  223,094        1,301,932     
                                   --------  -------  -------       ----------     
LOSS FROM OPERATIONS               (568,281)(367,859)(223,094)      (1,298,263)    
                                   --------  -------  -------        ---------     

OTHER INCOME (DEDUCTION)                                                           
   Interest expense                       0        0     (661)           (661)     
   Interest earned                   21,405   21,634    2,833          50,548      
                                   --------  -------  -------       ----------     
                                     21,405   21,634    2,172          49,887      
                                    -------  --------  ------       ---------      
NET LOSS                          $(546,876)$(346,225)$(220,922)  $(1,248,376)     
                                  =========  ========   =======     =========      
Basic Earnings (Loss) per share   $    (.09)$     .06)$    (.04)                   
                                  ========= ========= =========                    

See accompanying notes to financial statements                                  

-3-                                                                             

10SB12G/A
30th Page of 44
TOC
1st
Previous
Next
Bottom
Just 30th

STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)                                     
INFECTECH, INC.                                                                 
(A development stage enterprise)                                                
Years ended December 31, 1998, 1997, 1996                                       
and the period from June 21, 1989 (inception) to December 31, 1998              

                                                        [Enlarge/Download Table]

                                                                            DEFICIT                               
                                                                         ACCUMULATED                              
                                                        ADDITIONAL          DURING     RECEIVABLE                 
                                         COMMON          PAID-IN         DEVELOPMENT   FROM SALE                  
                                         STOCK           CAPITAL            STAGE       OF STOCK      TOTAL       
                                         ------         ----------       -----------  ------------   -------      
                                                                                                                  
Balance June 21, 1989 (inception)       $      0         $      0           $     0      $     0       $   0      
Net loss                                       0                0               (98)           0         (98)     
                                        --------         --------           -------      -------       -----      
Deficit December 31, 1989                      0                0               (98)           0        (98)      
Net loss                                       0                0              (388)           0          0       
                                        --------         --------           -------      -------      -----       
Deficit December 31, 1990                      0                0              (486)           0       (486)      
Net loss                                       0                0              (907)           0       (907)      
                                        --------         --------           -------      -------      -----       
Deficit December 31, 1991                      0                0            (1,393)           0     (1,393)      
Issuance of 1,849,300 shares of stock in                                                                          
exchange for $20,000 in long-term loans   20,000                0                 0            0     20,000       
Issuance of 1,811,100 shares of stock in                                                                          
exchange for research and development     35,810                0                 0            0     35,810       
Issuance of 100,000 shares of                                                                                     
   stock for organization costs            2,000                0                 0            0      2,000       
Issuance of 105,000 shares of stock                                                                               
   for out-of-pocket costs                 2,100                0                 0            0      2,100       
Issuance of 134,600 shares of stock in                                                                            
   exchange for legal services            13,000                0                 0            0     13,000       
Net loss                                       0                0           (67,027)           0    (67,027)      
                                          ------           ------           -------     --------    -------       
Balance (deficit) December 31, 1992       72,910                0           (68,420)           0      4,490       
Net loss                                       0                0            (7,993)           0     (7,993)      
                                          ------           ------           -------     --------     ------       
Balance (deficit) December 31, 1993        72,910               0           (76,413)           0     (3,503)      
Net loss                                        0               0           (14,160)           0    (14,160)      
                                           ------          ------           -------     --------     ------       
Balance (deficit) December 31, 1994        72,910               0           (90,573)           0    (17,663)      
Conversion of long-term debt to                                                                                   
   additional paid-in capital                   0          44,833                 0            0     44,833       
Transfer of costs in excess of                                                                                    
   par value upon  change to $1                                                                                   
   par value from no par value              7,090          (7,090)                0            0          0       
Private placement of 500,000 shares of                                                                            
   stock at $.20 per share                 10,000          90,000                 0            0    100,000       
Private placement of 507,500 shares of                                                                            
   stock at $.40 per share                 10,150         192,850                 0            0    203,000       
Private placement of 25,000 shares of                                                                             
   Stock at $.80 per share                    500          19,500                 0            0     20,000       
Costs relating to sale of stock                 0         (10,200)                0            0    (10,200)      
Issuance of 100,000 shares of stock at $.06                                                                       
   Per share                                2,000           4,000                 0       (6,000)         0       
Net Loss                                        0               0           (43,780)           0    (43,780)      
                                         --------         -------          --------       ------   --------       
Balance (deficit) December 31, 1995       102,650         333,893          (134,353)      (6,000)   296,190       
Cancellation of 15,250 shares of stock       (305)            305                 0            0          0       
Issuance of 87,500 shares of stock for                                                                            
      debt                                  1,750         103,250                 0            0    105,000       
Collection of receivable                        0               0                 0        6,000      6,000       
Private placement of 306,000 shares of stock                                                                      
   At $1.20 per share                       6,120         361,080                 0            0    367,200       
Costs relating to sale of stock                 0         (36,000)                0            0    (36,000)      
Net loss                                        0               0          (220,922)           0   (220,922)      
                                          -------      ----------         ---------        -----   --------       
Balance (deficit) December 31, 1996       110,215         762,528          (355,275)           0     517,468      
Private placement of 522,450                                                                                      
   shares of stock at $1.20 per share      10,449         616,491                 0            0     626,940      
Expense relating to stock options               0          67,974                 0            0      67,974      
Net loss                                        0               0          (346,225)           0    (346,225)     
                                        ---------       ---------         ---------        -----   ---------      
Balance (deficit) December 31, 1997       120,664       1,446,993          (701,500)           0     866,157      
Private placement of 225,000 shares                                                                               
   of stock at $1.20 per share              4,500         265,500                 0            0     270,000      

10SB12G/A
31st Page of 44
TOC
1st
Previous
Next
Bottom
Just 31st

Issuance of 57,213 shares of stock                                                                                
   upon exercise of options at                                                                                    
   $.01 per share                                  1,144            (572)              0              0        572
Issuance  of 51,037 shares of                                                                                     
   stock for services                       1,021          65,372                 0            0      66,393      
Costs relating to sale of stock                 0         (41,148)                0            0     (41,148)     
Expense relating to stock options               0         117,401                 0            0     117,401      
Net loss                                        0               0          (546,876)           0    (546,872)     
                                           ------        --------        ----------         ----    --------      
Balance (deficit) December 31, 1998      $127,329      $1,853,546       $(1,248,376)      $    0   $ 732,499      
                                        =========      ==========       ===========       ======   =========      

See accompanying notes to financial statements                                  

10SB12G/A
32nd Page of 44
TOC
1st
Previous
Next
Bottom
Just 32nd

STATEMENTS OF CASH FLOWS                                                        
INFECTECH, INC.                                                                 
(A development stage enterprise)                                                
Years ended December 31, 1998, 1997, 1996                                       
and the period from June 21, 1989 (inception) to December 31, 1998              

                                                        [Enlarge/Download Table]

                                                                            PERIOD FROM         
                                                                           JUNE 21, 1989        
                                                                              (INCEPTION)       
                                                                                    TO          
                                                                                DECEMBER 31,    
                                     1998          1997         1996                1998        
                                 -----------    ----------   ----------       ---------------   
                                                                                                
CASH FLOWS FROM                                                                                 
OPERATING ACTIVITIES                                                                            
Net loss                           $(546,876)    $(346,225)   $(220,922)        $(1,248,376)    
Adjustments to reconcile net                                                                    
loss to net cash used in                                                                        
operating activities:                                                                           
Amortization                          30,756        20,669       14,194              85,282     
Depreciation                           5,886         5,288        4,410              16,079     
Increase (decrease) in payables       16,801       (60,867)      71,089              31,212     
Increase in accrued expenses             111         2,132          412               4,052     
 Expenses exchanged for capital      183,794        67,974            0             302,678     
                                   ---------      --------     --------           ---------     
NET CASH USED IN                                                                                
     OPERATING ACTIVITIES           (309,528)     (311,029)    (130,817)           (809,073)    
                                   ---------      --------     --------           ---------     

CASH FLOWS FROM                                                                                 
INVESTING ACTIVITIES                                                                            
Purchase  (redemption) of                                                                       
    certificate of deposit           200,000      (200,000)            0                  0     
Purchase of equipment                 (6,504)         (849)      (22,328)           (43,518)    
Patent costs                        (191,373)     (108,549)     (119,572)          (605,374)    
Increase in deposits                    (213)          (26)       (1,430)            (1,669)    
                                   ---------     ---------     ---------          ---------     
NET CASH PROVIDED BY (USED IN)                                                                  
INVESTING ACTIVITIES                   1,910      (309,424)     (143,330)          (650,561)    
                                   ---------     ---------     ---------          ---------     

CASH FLOWS FROM                                                                                 
FINANCING ACTIVITIES                                                                            
Fees in connection with                                                                         
   issuance of stock                 (41,148)             0      (36,000)          (87,348)     
Proceeds from issuance of                                                                       
     long-term debt                        0              0       36,189           170,565      
Proceeds from issuance of                                                                       
   common stock                      270,572        626,940      373,200         1,593,712      
                                  ----------     ----------    ---------        ----------      
NET CASH PROVIDED BY                                                                            
FINANCING ACTIVITIES                 229,424        626,940      373,389         1,676,929      
                                  ----------     ----------    ---------        ----------      

NET INCREASE (DECREASE) IN CASH                                                                 
AND CASH EQUIVALENTS                 (78,194)         6,487       99,242          217,295       

CASH AND CASH EQUIVALENTS                                                                       
Beginning of period                  295,489        289,002      189,760                0       
                                   ---------      ---------   ----------        ---------       
End of period                      $ 217,295      $ 295,489    $ 289,002      $   217,295       
                                  ==========      =========   ==========      ===========       
CASH WAS PAID FOR                                                                               
Interest                                  $    0         $    0       $     661       $      661
                                  ==========      =========   ==========      ===========       

See accompanying notes to financial statements                                  

-5-                                                           

10SB12G/A
33rd Page of 44
TOC
1st
Previous
Next
Bottom
Just 33rd

NOTES TO FINANCIAL STATEMENTS                                                   

INFECTECH, INC.                                                                 
(A development stage enterprise)                                                
December 31, 1998 and 1997                                                      

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Nature of Operations:                                                           
These financial statements are those of a development stage company,            
Infectech, Inc., that was incorporated in 1989 to develop diagnostic            
tests for infectious diseases.  A paraffin slide technology has been            
developed that greatly reduces the time required to identify bacteria           
and diagnose disease.  This technology has been patented in the United          
States, major European countries and Australia.                                 

Infectech's operations have consisted primarily of incurring legal              
costs to obtain patents in the United States and foreign countries and          
conducting research and development activities.                                 

Cash and Cash Equivalents:                                                      
Infectech considers highly liquid debt instruments purchased with               
maturity dates of three months or less to be cash equivalents.                  

Infectech maintains deposits in savings, checking and transfer accounts         
in one bank located in Hermitage, Pennsylvania.  Deposits at times may          
exceed federally insured amounts.                                               

Equipment:                                                                      
Equipment is stated at cost.  Depreciation is computed on the straight-         
line method.                                                                    

Patent Costs:                                                                   
Patent costs are stated net of amortization.  Amortization is computed          
on the straight-line method over a 17 year period.  Infectech has               
capitalized only legal fees related to patent rights acquired; all              
other such costs have been expensed as incurred.                                

Research and Development Costs:                                                 
Research and development costs not directly reimbursable by others,             
totaling $35,810 in 1992, were charged to expense when stock was issued         
in exchange for patent rights.  Research and development costs of               
$92,004 in 1998, $60,697 in 1997 and $17,500 in 1996 were charged to            
expense when incurred.                                                          

Use of Estimates:                                                               
The preparation of financial statements in conformity with generally            
accepted accounting principles requires management to make estimates            
and assumptions that affect the reported amounts of assets and                  
liabilities and disclosure of contingent assets and liabilities at the          
date of the financial statements and the reported amounts of revenues           
and expenses during the reporting period.  Actual results could differ          
from those estimates.                                                           

Revenue Recognition                                                             
Substantially all revenues are recognized when finished products are            
delivered or services have been rendered, with appropriate provision            
for uncollectible accounts.   Royalty income is recognized when earned.         

Long-Lived Assets                                                               
In 1997, Infectech adopted SFAS 121, "Accounting for the Impairment of          
Long-Lived Assets and for Long-Lived Assets to be Disposed of."  The            
adoption of SFAS 121 had no impact on Infectech's financial position or         
on its results of operations.                                                   

In accordance with SFAS 121, long-lived assets held and used by                 
Infectech are reviewed for impairment whenever events or changes in             
circumstances indicate that the carrying amount of an assets may not be         
recoverable.   For purposes of evaluating the recoverability of long-           
lived assets, the recoverability test is performed using undiscounted           
net cash flows estimated to be generated by those assets compared to            
the carrying value of the asset.                                                

NOTE B - LINE OF CREDIT                                                         

Infectech has a $10,500 line of credit, all of which was available at           
December 31, 1998. The line of credit is collateralized by the personal         
guarantee of a stockholder.                                                     

10SB12G/A
34th Page of 44
TOC
1st
Previous
Next
Bottom
Just 34th

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                                       
INFECTECH, INC.                                                                 
(A development stage enterprise)                                                
December 31, 1998 and 1997                                                      

NOTE C - LEASES WHERE COMPANY IS LESSEE                                         

Infectech has a three year operating lease for laboratory space, with a         
renewal option for an additional three years.  Following is a summary           
of future minimum lease payments as of the lease inception:                     
Year ending -                                                                   
December 31, 1999                $   3,602                                      

NOTE D - INCOME TAXES                                                           

Following is a reconciliation between federal income taxes at statutory         
rates and actual taxes based on income before income taxes:                     

                                                                [Download Table]

                                            YEAR ENDED                
                                            DECEMBER 31,              
                                 -------------------------------------
                                     1998        1997          1996   
                                     ----        ----          ----   
                                                                      
Statutory taxes                      35.0%      (35.0%)       (35.0%) 
Effect of valuation reserve          35.0        35.0          35.0   
                                   ------       -----        ------   
                                       .0%         .0%           .0%  
                                   =======      ======       =======  

The tax effects of temporary differences that give rise to significant          
portions of deferred tax assets are presented below:                            

                                                                [Download Table]

                                            YEAR ENDED                 
                                           DECEMBER 31,                
                                    -----------------------------------
                                            1998            1997       
                                            ----            ----       
                                                                       
Deferred tax assets:                                                   
Net operating loss                        $400,000        $215,000     
Less valuation allowance                  (400,000)       (215,000)    
                                         ---------       ---------     
NET DEFERRED TAX ASSETS                   $      0        $      0     

Infectech has no significant deferred tax liabilities.                          

At December 31, 1998, Infectech had unused net operating tax loss               
carryovers of approximately $1,179,000 available for federal income tax         
purposes for offset against future taxable income, $547,000 expiring in         
2013, $325,000 expiring in 2012, $220,000 expiring in 2011, $43,800             
expiring in 2010, $14,000 expiring in 2009, $8,000 expiring in 2008 and         
the balance expiring in the years 2004 through 2008.  The utilization           
of the loss carryovers may be limited to a reduced annual amount after          
an ownership change as defined by Section 382 of the Internal Revenue           
Code.                                                                           

NOTE E - STOCK OPTIONS                                                          
Infectech adopted a stock option plan, which provides for the issuance          
of up to 1,182,750 shares of common stock to key employees and                  
directors and other individuals involved in Infectech.  During 1998,            
the plan was amended to increase the number of shares by 1,250,000.             

A summary of Infectech's option plans at December 31, 1998 and December         
31, 1997 and changes during the periods ending on those dates are shown         
below:                                                                          

10SB12G/A
35th Page of 44
TOC
1st
Previous
Next
Bottom
Just 35th

                                                                [Download Table]

                                            DECEMBER 31,        DECEMBER 31,  
                                             1998                  1997       
                                        ----------------   ------------------ 
                                                WEIGHTED              WEIGHTED
                                                 AVERAGE              AVERAGE 
                                                 EXERCISE             EXERCISE
                                        SHARES    PRICE       SHARES    PRICE 
                                        ---------------       --------------- 
                                                                              
Employees                                                                     
  Outstanding at beginning of period   203,921      $1.20   66,766      $1.20 
  Granted                              146,638        .63  137,155       1.20 
  Options exercised                     (6,750)       .01        0        .00 
                                      --------             -------            
   Outstanding at end of period        343,809        .98  203,921       1.20 
                                      ========      =====  =======      ===== 
   Options exercisable                                                        
     At end of period                  236,866      $ .84        0      $ .00 
                                     =========      =====  =======      ===== 

Nonemployees                                                                  
   Outstanding at beginning of period   525,263     $2.14  158,330      $1.31 
   Granted                               69,199      1.14  366,933       2.51 
   Options exercised                    (50,463)      .01        0        .00 
                                      ---------     -----  -------      ----- 
   Outstanding at end of period         543,999      2.22  525,263       2.14 
                                       ========     =====  =======      ===== 
   Options exercisable at end of                                              
      period                            198,200     $2.08   53,492      $ .00 


All shares issued before 1998 vest in equal installments over a three           
year period on each anniversary date of the grant.  The shares granted          
in 1998 vest immediately.  The terms of the options are generally for           
10 years.                                                                       

In addition, on December 9, 1995 one consultant to Infectech was                
granted a fully vested option to purchase $15,000 worth of stock at a           
price equal to one-half of the price any stock is sold in an initial            
public offering.                                                                

Following is a summary on the status of options outstanding at December         
31, 1998:                                                                       

                                                                [Download Table]

                         OUTSTANDING OPTIONS            EXERCISABLE OPTIONS
                                     WEIGHTED                              
                                      AVERAGE           WEIGHTED           
                                     REMAINING          AVERAGE            
EXERCISE                            CONTRACTUAL         EXERCISE           
PRICE                      NUMBER      LIFE              PRICE      NUMBER 

EMPLOYEES                                                                  
                                                                           
$ .01                       63,750    10 years            $ .01      63,750
  .20                       60,000    10 years              .20      20,000
 1.20                      217,120    10 years             1.20     119,688

NONEMPOYEES                                                                

$ .01                       15,000    10 years            $ .01      11,666
  .02                        1,650    10 years              .02       1,650
 1.20                      221,188    10 years             1.20     113,462
 3.00                      300,000    10 years             3.00     100,000
 4.50                        9,100     9 years             4.50       6,500

The Company charges expense for the fair value of the stock options             
issued to nonemployees.   The fair value of each option granted to              
nonemployees is estimated on the grant date using the Black-Scholes             
model.  The following assumptions were made in estimating fair value:           

10SB12G/A
36th Page of 44
TOC
1st
Previous
Next
Bottom
Just 36th

Dividend yield                         0                                        
Risk-free interest rate                5%                                       
Expected life                        10 years                                   
Expected volatility                   None                                      

Infectech applies APB Opinion 25 in accounting for its stock options            
for employees.  Accordingly, compensation cost has been recognized only         
to the extent that the market value at grant date exceeded the option           
price.  The amount of compensation cost recognized for 1998 was                 
$83,300.  No compensation cost was recognized for the plan in 1997.             
Had compensation cost been determined on the basis of fair value                
pursuant to FASB Statement No. 123, net loss would have been increased          
as follows:                                                                     

                                                                [Download Table]

                        1998       1997         1996   
                                                       
Net loss -                                             
As reported          $(546,876)  $(346,225)  $(220,922)
                     =========   =========   ========= 
Per Share                $(.09)      $(.06)      $(.04)
                     =========   =========   ========= 
Pro forma            $(587,931)  $(449,891)  $(324,399)
                     =========   =========   ========= 
Pro forma Per Share      $(.10)      $(.08)      $(.06)
                     =========   =========   ========= 

The independent contractors were granted options to purchase 57,459 and         
60,146 shares from $.01 to $1.20 per share in exchange for services             
rendered during 1998 and 1997, respectively.  Infectech recognized an           
expense of $34,667 for 1998 and $67,974 for 1997 equal to the value of          
this option.   Following is a table listing the independent contractor          
and the options issued.                                                         
              Options Issued
Independent Contractor                  1998      1997                          
----------------------                  ----      ----                          
Steven Lewis                           30,000         0                         
Jeff Lewis                                  -    50,025                         
Tom Kelly                                 650     5,121                         
Sara Giordano                          15,138     5,000                         
James Johnson                             270         0                         
William Modor                          10,401         0                         
Larry Sanata                            1,000         0                         
             -------    ------
TOTAL OPTIONS ISSUED                   57,459    60,146                         
             =======    ======

In addition, one independent contractor, Timothy Miles, was granted             
50,000 common shares in exchange for services in 1998.  Infectech               
recognized a $60,000 expense for the value of the shares issued during          
1998.                                                                           

NOTE F - CONTROLLING INTEREST AND RELATED PARTY TRANSACTIONS                    

Controlling Interest:                                                           
Dr. Mitchell Felder and Dr. Robert Ollar own 63.0% and 66.6% of                 
Infectech's outstanding common stock at December 31, 1998 and 1997,             
respectively.                                                                   

Related Party Transactions:                                                     
Prior to July 1995, all of Infectech's expenditures were funded by a            
loan from Dr. Mitchell Felder.  Infectech also utilizes office space            
provided by Dr. Felder at no charge to Infectech.                               

Dr. Felder advanced Infectech $26,776 in 1993, $36,649 in 1994, $19,564         
in 1995 and $36,189 in 1996.  Advances from inception of Infectech to           
December 31, 1992 totaled $39,387.                                              

Under an agreement with Infectech, $64,833 of the amounts loaned were           
converted to common stock.  At December 31, 1995, $56,811 was payable           
to Dr. Felder.                                                                  

Attorney David Bernstein provided legal services in exchange for common         
stock. Mr. Bertstein also provided legal services during 1992 in                
exchange for a $12,000 note payable.                                            

10SB12G/A
37th Page of 44
TOC
1st
Previous
Next
Bottom
Just 37th

During 1996, $105,000 in loans from Dr. Felder and Attorney Bernstein           
were converted to 87,500 shares of common stock.                                

Infectech has entered into a two-year consulting agreement with Steven          
Lewis, a stockholder and director of Infectech to provide consulting            
and advisory services to Infectech in consideration for cash payments           
equal to 5% of the gross proceeds to Infectech from a variety of                
financial transactions in which they may engage.  During 1998, 1997 and         
1996, $32,000, $31,347 and $18,360, respectively, was expensed under            
this agreement.                                                                 

NOTE G - NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES                  

During the year ended December 31, 1992, Infectech issued common stock          
in exchange for $13,000 in legal fees incurred to Attorney Bertstein            
and $35,810 in research and development costs provided by Dr. Ollar and         
$2,100 in organization costs incurred by Dr. Ollar.  Infectech also             
incurred $12,000 in long-term debt in exchange for legal services               
performed by Attorney Bernstein.  Infectech also converted $20,000 in           
long-term debt to stock owed to Dr. Felder during 1992.                         

Dr. Felder paid company expenses or loaned amounts to Infectech on a            
long-term basis as follows:                                                     

Year          Amount                    
-----         -------                     

1989      $   2,522                   
1990          4,946                   
1991          8,914                   
1992         23,005                   
1993         26,776                   
1994         36,649                   
1995         19,564                   
1996         35,813                   

$158,189        
========        

During the year ended December 31, 1995, $44,833 in noninterest bearing         
long-term debt was transferred to paid-in capital in exchange for a             
transfer of stock among Dr. Felder, Susan Felder, Attorney Bernstein            
and Dr. Ollar.                                                                  

During the year ended December 31, 1995, Infectech issued common stock          
to Steven Lewis in exchange for a $6,000 subscription receivable, which         
was repaid during 1996.                                                         

During the year ended December 31, 1996, Infectech issued common stock          
to Dr. Felder and Attorney Bernstein in exchange for $105,000 in long-          
term debt.                                                                      

NOTE H - STOCK SPLITS AND STOCK OFFERING                                        

On November 19, 1996, the stockholders amended the articles of                  
incorporation increasing the authorized shares from 120,000 to                  
20,000,000. In addition, a 50 to 1 stock split was declared increasing          
the outstanding shares to 5,117,250.                                            

On June 1, 1995, the stockholders amended the articles of incorporation         
increasing the authorized shares from 3,000 to 120,000 shares.  In              
addition, a 40 to 1 stock split was declared increasing the outstanding         
shares to 120,000.  At this time, the stockholders contributed 40,000           
shares of stock back to Infectech.  All per share amounts and number of         
shares have been restated to reflect the stock splits.                          

On November 27, 1996, Infectech offered for sale 1,000,000 shares of            
common stock under a private placement.  As of December 31, 1998,               
903,450 shares have been issued.                                                

NOTE I - TERMINATION OF MERGER AGREEMENT                                        

On April 7, 1998, Infectech signed a merger agreement with Regal One            
Corporation, an inactive public company located in Las Vegas, Nevada.           
The agreement called for each share of Infectech, Inc. to be exchanged          
for 3.8483 shares of Regal One Corporation subject to adjustment for            
stock options and any additional shares issued under the private                
placement.  After the merger, Infectech, Inc. stockholders would have           

10SB12G/A
38th Page of 44
TOC
1st
Previous
Next
Bottom
Just 38th

owned approximately 85% of the combined company.  The agreement was             
terminated in 1998.  Infectech incurred approximately $56,000 in                
expenses in connection with this failed merger which were charged to            
operations during 1998.                                                         

10SB12G/A
39th Page of 44
TOC
1st
Previous
Next
Bottom
Just 39th

Infectech, Inc. and Subsidiary                        
(A DEVELOPMENT STAGE ENTERPRISE)                          
Consolidated Balance Sheet                          
                                      Unaudited        Audited
                                     September 30      Dec. 31
ASSETS                                   1999            1998 
                                     ------------      -------
CURRENT ASSETS                                                                  
Cash and cash equivalents                    $ 81,466          $217,295     

EQUIPMENT                                                                       
Medical equipment                              45,967           43,517      
Less accumulated depreciation               20,872           16,078     
                                       --------         --------
NET EQUIPMENT                              25,095           27,439  

OTHER ASSETS                                                                    
Deposit                                         1,721            1,669      
Patent costs, net of accumulated amortization                               
Of $110,438 in 1999 and $82,442 in 1998     550,093          522,092    
                                        -------          -------
TOTAL OTHER ASSETS                          551,814          523,761    
                                        -------          -------
                                       $658,375         $768,495
                                      ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY                                      
CURRENT LIABILITIES                                                             
Accounts payable                             $ 28,413         $33,006       
Accrued expenses                                5,380             522       
Accrued state taxes                                 0           2,468       
                                       -------         -------
TOTAL CURRENT LIABILITIES                    33,793          35,996     
                                       -------         -------
STOCKHOLDERS' EQUITY                                                            
Common stock - $.02 par value                                               
Authorized 20,000,000 shares issued and                                 
outstanding 6,480,784 shares in 1999      129,616        127,329    
Additional paid-in capital                  2,152,097      1,853,546        
Deficit accumulated during the development                                  
stage                                  (1,657,131)    (1,248,376)   
                                    ---------     ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)      624,582        732,499    
                                    ---------     ----------

                                    $ 658,375      $ 768,495
                                    =========      =========

See accompanying notes to consolidated financial statements                     

10SB12G/A
40th Page of 44
TOC
1st
Previous
Next
Bottom
Just 40th

Infectech, Inc. and Subsidiary                              
Consolidated Statement of Operations                              
(A DEVELOPMENT STAGE ENTERPRISE)                              
(Unaudited)                                 

                                                        [Enlarge/Download Table]

                                              For the                     For the               Period from    
                                         Three Months Ended           Nine Months Ended        June 21, 1989   
                                            September 30,               September 30,         (Inception) to   
                                   1999                  1998       1999           1998      September 30, 1999
                                  --------             ------       -------        ------    --------------    
                                                                                                               
OPERATING INCOME                                                                                               
Sales & Royalties                 $ 7,290              $0        $   7,290       $       0        $   10,959   

OPERATING EXPENSES:                                                                                            
Research and development          14,363           42,504           49,352          65,266           255,363   
Wages                             73,513           11,027           86,592          29,470           263,996   
Telephone                          1,656            1,021            8,106           6,980            37,361   
Office expense                       919            2,070            9,674           8,194            32,349   
Insurance                              0              266               51           5,536            17,743   
Legal & accounting                 3,785           12,000           19,726          52,239           254,469   
Travel                               (77)           4,299            5,580           6,645            73,996   
Payroll Taxes                        617              819            1,917           2,495            10,544   
State & local taxes                    0            1,374            2,621           4,774            14,313   
Amortization                       9,470           11,933           27,995          23,051           113,277   
Depreciation                       1,686            1,648            4,794           4,320            20,873   
Rent                               6,293            8,304           14,739          20,609            89,472   
Consulting & professional fees   101,341           12,398          116,059          12,000           447,856   
Public relations                   3,378                0           30,188               0            30,188   
Royalties                          1,822                0            1,822               0             1,822   
Misc. operating expenses           6,211            1,801           11,420           5,911            28,946   
MD-diagnostics.com expenses            0                0           30,614               0            30,614   
                              ----------       ----------      -----------      ----------      ------------   
TOTAL OPERATING EXPENSES         224,977          111,464          421,250         247,490         1,723,182   
                              ----------       ----------      -----------      ----------      ------------   
LOSS FROM OPERATIONS            (217,687)        (111,464)        (413,960)       (247,490)       (1,712,223)  

OTHER INCOME (DEDUCTION)                                                                                       
Interest expense                       0                0                0               0             (661)   
Interest earned                    1,144            3,022            5,205          18,503           55,753    
                              ----------      -----------      -----------      ----------      -----------    
NET LOSS                       $(216,543)       $(108,442)       $(408,755)      $(228,987)     $(1,657,131)   
                              ==========       ==========      ===========      ==========      ===========    

BASIC LOSS PER SHARE           $    (.03)       $    (.02)       $    (.06)      $    (.04)                    
                               ==========       ==========      ==========      ==========                     
WEIGHTED AVERAGE SHARES         6,480,784        6,258,631       6,436,972       6,133,173                     

See accompanying notes to consolidated financial statements                     

10SB12G/A
41st Page of 44
TOC
1st
Previous
Next
Bottom
Just 41st

Infectech, Inc. and Subsidiary                      
Consolidated Statement of Cash Flows                    
(Unaudited)                           

                                                        [Enlarge/Download Table]

                                                    For the          For the        Period from  
                                                    Nine Months     Nine Months    June 21, 1989 
                                                     Ended            Ended       (Inception) to 
                                                 Sept. 30, 1999  Sept. 30, 1998    Sept. 30, 1999
                                                 --------------  --------------  --------------- 
                                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES                                                             
Net Loss                                           ($408,755)       ($228,987)      ($1,657,131) 
Adjustments to reconcile net loss to                                                             
  net cash used in operating activities:                                                         
Amortization                                          27,995           23,051           113,277  
Depreciation                                           4,794            4,319            20,873  
Increase (decrease) in payables                       (4,593)           2,077            26,619  
Increase (decrease) in accrued expenses                2,390            1,141             6,442  
Expenses exchanged for capital                       167,604                0           470,282  
                                                    --------         --------         ---------- 
NET CASH USED IN OPERATING ACTIVITIES               (210,565)        (198,399)       (1,019,638) 

CASH FLOWS FROM INVESTING ACTIVITIES                                                             
Redemption (Purchase) of certificate of deposit            0          200,000                 0  
Purchase of equipment                                 (2,450)          (4,505)          (45,968) 
Patent costs                                         (55,997)        (179,554)         (661,371) 
Increase (decrease) in deposits                          (51)             (82)           (1,720) 
Deferred merger & offering costs                           0          (76,070)                0  
                                                     -------           ------          --------  
NET CASHED USED IN INVESTING ACTIVITIES              (58,498)         (60,211)         (709,059) 

CASH FLOWS FROM FINANCING ACTIVITIES                                                             
Fees in connection with issuance of stock                  0                0           (87,348) 
Proceeds from issuance of long-term debt                   0                0           170,565  
Proceeds from issuance of common stock               133,234          270,074         1,726,946  
                                                    --------         --------         ---------  
NET CASH PROVIDED BY FINANCING ACTIVITIES            133,234          270,074         1,810,163  

NET INCREASE (DECREASE) IN CASH AND                                                              
   CASH EQUIVALENTS                                 (135,829)          11,464            81,466  

CASH AND CASH EQUIVALENTS                                                                        
Beginning of Period                                  217,295          295,489                 0  
End of Period                                     $   81,466       $  306,953            81,466  
                                                  ==========       ==========         =========  

CASH WAS PAID FOR                                                                                
Interest                                          $        0       $        0         $   (661)  
                                                  ==========       ==========         =========  

See accompanying notes to consolidated financial statements                     

10SB12G/A
42nd Page of 44
TOC
1st
Previous
Next
Bottom
Just 42nd

NOTES TO FINANCIAL STATEMENTS                                                   
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999                                    

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Nature of Operations:                                                           
These financial statements are those of a development stage company,            
Infectech, Inc., that was incorporated in 1989 to develop diagnostic            
tests for infectious diseases and one 95% owned subsidiary.   The               
accompanying unaudited financial statements have been prepared in               
accordance with generally accepted accounting principles for interim            
financial information and with instructions to form 10-QSB.                     
Accordingly, they do not include all of the information and footnotes           
required by generally accepted accounting principles for complete               
financial statements.   In the opinion of management, all adjustments           
(consisting of normal recurring accruals) considered necessary have             
been made for the fair presentation of the company's results for the            
nine month period ended September 30, 1999.   These results are not             
necessarily indicative of the results that may be expected for the year         
ended December 31, 1999.                                                        

10SB12G/A
43rd Page of 44
TOC
1st
Previous
Next
Bottom
Just 43rd

PART III                  

ITEM 1.  INDEX TO EXHIBITS                                                      

(2) Charter and by-laws                                                         
(3) Instruments defining the rights of security holders                         
(5) Voting Trust Agreement - Not Applicable                                     
(6) Material Contracts                                                          
(7) Material Foreign Patents - Not Applicable                                   
(12) Additional Exhibits                                                        

ITEM 2.  DESCRIPTION OF EXHIBITS                                                

(2.1)     Articles of Incorporation incorporated by reference to                
Form 10SB filed June 17, 1999                               
(2.1.1)   Amendment to Articles of Incorporation dated July 4, 1995             
incorporated by reference to Form 10SB filed June 17, 1999  
(2.1.2)   Amendment to Articles of Incorporation dated November 21,             
1996 incorporated by reference to Form 10SB filed June 17,  
1999                                                        
(2.2)     Bylaws incorporated by reference to Form 10SB filed June 17,          
1999                                                        
(3.1)     Common Stock Certificate - to be filed by amendment                   
(3.2)     Preferred Stock Certificate - to be filed by amendment                
(6.1)     License Agreement dated October 4, 1993, between Infectech            
and Erie Scientific Company incorporated by reference to  
Form 10SB filed June 17, 1999                             
(6.2)     Investment and Licensing Agreement dated June 11, 1998                
between Infectech and BioRemedial Technologies, Inc.        
incorporated by reference to Form 10SB filed June 17, 1999  
(6.3)     Consulting Agreement dated July 8, 1998, between Infectech            
and Breakthru Technologies, L.L.C. incorporated by reference
to Form 10SB filed June 17, 1999                            
(6.4)     Consulting Agreement dated September 24, 1998, between the            
Company and Timothy Miles d/b/a/ Little Pond Enterprises    
incorporated by reference to Form 10SB filed June 17, 1999
(6.5)     Letter agreement together with Option Agreement and Research          
Agreement exhibits dated August 19, 1998, between Infectech 
 and Brigham and Women's Hospital incorporated by reference to
Form 10SB filed June 17, 1999                             
(6.6)     Consulting Agreement dated September 15, 1998, between the            
Company and Merrill Weber & Co., Inc. incorporated by       
reference to Form 10SB filed June 17, 1999                
(6.7)     Letter Agreements dated April 14, 1997 and May 14, 1997               
between Infectech and NEN Life Science, Inc. incorporated   
by reference to Form 10SB filed June 17, 1999               
(6.8)     Letter Agreement dated November 19, 1997, between Infectech           
and Starplex Scientific incorporated by reference to Form 
10SB filed June 17, 1999                                  
(6.9)     Exclusive Licensing Agreement dated September 14, 1999                
between Infectech and BioRemedial Technologies, Inc.        
(6.10)    Consulting Agreement dated September 13, 1999 between the             
Company and Bridgeport Group, LLC                           

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

SIGNATURES          

In accordance with Section 12 of the Securities Exchange Act of 1934,           
the registrant caused this registration statement to be signed on its           
behalf by the undersigned, thereunto duly authorized.                           

                         INFECTECH, INC.

                     Mitchell Felder, M.C.
Date: December 8, 2000               --------------------------------           
                             By:  Mitchell Felder, President

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10SB12G/A Filing		Date		First		Last			Other Filings
		10/6/92		10
		12/31/92		21		37
		10/4/93		43
		11/18/93		10
		5/31/94		10
		6/1/95		37
		7/4/95		43
		12/5/95		10
		12/9/95		35
		12/31/95		36		37
		11/19/96		2		37
		11/21/96		43
		11/27/96		37
		12/6/96		20
		12/31/96		26		37
		4/14/97		43
		5/14/97		43
		6/10/97		10
		6/17/97		10
		6/24/97		10
		8/5/97		10
		9/2/97		10
		9/16/97		10
		10/14/97		11
		10/15/97		9
		11/19/97		43
		12/16/97		11
		12/31/97		20		36
		1/13/98		11
		2/24/98		11
		3/10/98		11
		4/7/98		23		37
		5/12/98		11
		5/18/98		22
		6/11/98		43
		6/30/98		23
		7/7/98		11
		7/8/98		43
		8/19/98		43
		9/1/98		11
		9/8/98		11
		9/15/98		43
		9/24/98		43
		9/30/98		14		41
		12/8/98		11
		12/29/98		11
		12/31/98		26		37			PRE 14A
		3/16/99		11
		3/24/99		26		27
		4/6/99		11
		5/18/99		22
		6/17/99		43					10SB12G
		6/30/99		23
		9/13/99		43
		9/14/99		8		43
		9/30/99		14		42			10QSB, NT 10-Q
		12/1/99		21
		12/31/99		23		42
		3/31/00		23					10QSB
		6/30/00		23					10QSB
		9/30/00		23					10QSB
		10/31/00		23
		12/8/00		44
Filed On / Filed As Of		12/13/00
Top									List All Filings