UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______to ______
Commission file number
000-53665
MEDICAL CARE TECHNOLOGIES INC.
(Formerly AM
Oil Resources and Technology)
Nevada
(State or other jurisdiction of
incorporation or organization)
Room 1201, No. 2 Building
Beixiaojie, Dongzhimen Nei
Beijing, China 10009
(Address of Principal Executive Offices,
including zip code)
(8610)6407 0580
(Issuers telephone number
including area code)
Securities registered pursuant to Section 12(b) of the
Act:
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Securities registered pursuant to section
12(g) of the Act:
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None
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Common Stock
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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [X] No [ ]
Indicate by check mark whether the registrant(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large Accelerated Filer
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of June 30, 2009: $5,176,500.
The registrant had 98,900,000 shares of common stock outstanding
as of March 31, 2010.
TABLE OF CONTENTS
PART I
General
We were incorporated in the State of California on February 27,
2007 as Aventerra Explorations Inc. On December 3, 2008, we changed our name to
AM Oil Resources and Technology Inc. On September 28, 2009, we incorporated a
wholly owned State of Nevada subsidiary, Medical Care Technologies Inc. (the
Company), for the sole purpose of effecting a name change. On October 13,
2009, we filed Articles of Merger with the Nevada Secretary of State to effect a
merger with the subsidiary and assume the subsidiarys name. On November 20,
2009, the Financial Industry Regulatory Authority (FINRA) informed us that the
name change had been processed and had taken effect and, in conjunction with the
name change, a new trading symbol MDCE had been granted.
We are a Developing Stage Company, as defined by the Accounting
Standard Codification (ASC) ASC 915-15
Accounting and Reporting by
Development Stage Enterprises.
We are a Chinese medical technology company engaged principally
in the development and maintenance of secure medical information systems used by
healthcare institutions, life science researchers, clinical laboratories, the
pharmaceutical industry and the general public.
On November 25, 2008 we entered into a preliminary agreement to
acquire two patents from AM Oil Resources & Technology Inc., a California
corporation ("AM Oil"). This agreement was significantly modified and deemed
final on March 11, 2009. In consideration for the acquisition of the patents, we
were required to issue thirty million (30,000,000) post split fully paid and
non-assessable restricted shares of our common stock, plus $500,000 cash paid
directly to AM Oil over the course of the next 3 years, together with a 5%
royalty to be paid from the sale of every unit sold domestically and
internationally. Subsequent to this agreement we changed our name to AM Oil
Resources & Technology Inc.
Our mission, at that time, was to use, sell and produce our
patent and patent pending technologies, providing an environmentally safe and
cost-effective method that maximized oil production from existing oil wells.
Marketing this technology strategically, we believed, would allow us to benefit
from worldwide demand for oil, resulting in significant growth in both revenues
and profits for the company. Our goal then was to provide solutions to help
minimize U.S. dependence on foreign oil; thus providing innovative solutions to
the world that will recover dormant lying crude oil in reserves all around the
world.
Our patented technology was characterized as a portable steam
generator unit or apparatus. The unit was equipped with a drumless boiler, water
softener system, diesel powered electric generator, high pressure pump, low
emission 5-25 million BTU per hour burner, computerized control panel and hot
water generator system. The unit was capable of delivering hot water and steam
at temperatures of up to 500º F to well depths of 2,500 feet or less. The system
was powered by variable fuels to heat water pumped from a groundwater aquifer.
The complete system had the ability to deliver variable water temperature,
pressure and volume to meet a wide variety of recovery applications.
The American Society of Mechanical Engineers (ASME) had
certified that the innovative boiler design was built in full conformity with
their current standards relating to the production of steam boilers and/or
generators
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This technology was designed to stimulate marginally producing
stripper oil wells to profitable production levels and to maintain them
producing profitably. This complete process was designed to reduce the viscosity
of the oil in the reservoir with heat, in the form of steam. This methodology
allowed the reservoir oil to flow more readily to the surface, which would
enhance the oil production process.
The Company's immediate target market were the operators of
approximately 400,000 "marginal or stripper " wells in the United States which
produced less than 10 bpd. International opportunities also existed for use of
this technology. Once the production of these wells dwindled below a profitable
level, the operators were left with two options, increase production to paying
quantities or abandon the wells and cease production.
On November 17, 2009, it was determined that the patents had
expired for failure to pay maintenance fees by the holder of the patents, thus
leaving the patents open to the public domain. It was determined that US Patent
No. 5979549 expired for failure to pay a maintenance fee on November 11, 2007
and US Patent No. 6129148 expired for failure to pay a maintenance fee on October 10, 2008. We did
not have good and marketable title to the Assets. The Vendor did not own and
failed to assign the Assets to us, being US Patent No. 5979549 and US Patent No.
6129148. It was for this reason that the Agreement was terminated and the
30,000,000 shares issued to the Vendor were canceled.
On October 6, 2009, the Company entered into a letter of intent
to acquire 100% of the medical care technologies and software held by Great
Union Corporation (Great Union), a Hong Kong corporation, by way of a reverse
merger. On January 9, 2010, the Company entered into the Asset Acquisition
Agreement with Great Union to acquire Great Unions various technologies
associated with the development and maintenance of secure information systems.
In consideration, the Company agreed to issue 57,300,000 shares of its common
stock as of the closing date. The common stock issued pursuant to the terms and
conditions set forth in this Agreement will have such hold periods as are
required under applicable securities laws and as a result may not be sold,
transferred or otherwise disposed, except pursuant to an effective registration
statement under the Securities Act. On February 1, 2010, the Company cancelled
57,300,000 units of common stock from the President of the Company and issued
these shares to Great Union.
Our current operations consist of three business segments:
Medical Management Software Systems, Medi-Clinics and Pharmaceutical and
Nutraceutical Products.
Medical Management Software Systems
We produce an array of standardized and secure medical
management software systems that can be used in a wide range of healthcare
settings to electronically connect the healthcare industry with the consumer.
They include healthcare monitoring devices for glucose monitoring and
cardiovascular monitoring and solutions, among others. The primary customers
served by our software systems are hospitals and clinics; physicians office
practices; consumers and retail pharmacies; pharmaceutical companies; and
healthcare providers.
We expect to serve the healthcare industry through the
following products and services described below:
E-Management Solution #1:
We have developed and expect
to deploy a secure software information platform called the Med-Suite
Professional Practice Management information system. Med-Suite is geared for
usage mainly by healthcare providers such as physicians and nurses in hospitals,
nursing homes and clinics. Med-Suite in combination with a secure browser based
application simplifies workflows, decreases costs and improves the quality of
doctor-patient care. Our e-management solution addresses the growing needs of
healthcare providers to manage and communicate administrative and clinical data
in a cost-effective manner. Med-Suite saves the healthcare provider time and
money by automating repetitive, labor-intensive administrative and clinical
procedures such as: (i) scheduling; (ii) computer-based patient records and
encounters tracking; and (iii) multi-site access and data integration. We expect
to generate a revenue stream with this service by charging hospitals, nursing
homes and doctors clinics for purchase installation and maintenance or hosting
of Med-Suite.
E-Management Solution #2:
Our second information systems
product we have developed is the Tele-Health Suite. Tele-Health functions
similarly to a hospital or doctors chart and is an interactive record to
communicate patient data between (i) healthcare providers and; (ii) healthcare
providers and patients for more efficient and effective treatment support,
management and monitoring of the patients health.
CareBox Concept:
The CareBox concept is an innovative
and powerful product specifically designed for persons needing Tele-Health but
who do not have access to the necessary computer hardware. The CareBox is a
personal internet communication device that functions as the interface to the
subscriber based network. Our Companys network will provide users access to
telecommunication, tele-medicine applications and product access. The CareBox
is revolutionary in the development of healthcare service delivery to the
individual subscriber.
a)
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CareBox-Mediated Tele-Health System:
The
CareBox system offers the convenience of remote, real-time, audio-visual
communication between patient and healthcare personnel. It offers a
complete medical assessment, diagnosis, and treatment from a remote
location. The CareBox processes on-site collections of physiological
measurements and provides bi-directional audio-video
communication.
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b)
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CareBox Design:
(i) CareBox Bluetooth software
requirements installed to mobile computing devices; (ii) compatible with
iPhone, BlackBerry and other mobile cellular phone protocols and; (iii)
enables wireless upload of personal medical information from compatible
medical and wellness monitoring devices.
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c)
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CareBox Usage:
Using a secure online facility,
healthcare providers (doctors, nurses) can admit
and assess patients, and subsequently create and revise individual
healthcare plans. Attachments can be made to the CareBox, for monitoring
blood-oxygen levels, temperature, blood pressure, pulse, as well as blood
glucose levels. If readings are outside normal limits, the system will initiate
a pre-programmed response and instruction for client intervention will be given.
The system provides continuous monitoring at home for our clients, which serves
to lengthen the period of time a person can live independently, while reducing
the number of re-admissions to care facilities. We believe this method
consequently lowers the cost of care for individuals and their community.
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Retail Pharmacies and Retail Medical Clinics
The company plans to open high quality professional, and
convenience retail pharmacies and also retail medical clinics. Within the
pharmacies, we plan to have the following merchandise: OTC drugs, nutritional
supplements, herbal products, personal care products, family care products, as
well as convenience products including consumable, seasonal and promotional
items. Our customers shall also have access to our medical software and hardware
systems.
Also the company plans to open retail medical clinics, with a
specific view to treating patients with telemedicine as well as a traditional
treatment format.
Pharmaceutical and Nutraceutical Products
It is our strategy to develop or source and sell high-quality
pharmaceutical and nutraceutical products and a wide variety of other
merchandise, including over-the-counter medicines, herbal products, personal
care products, family care products in our planned Medi-Clinics, through our
website, retail pharmacies and through established sales and distribution
channels in China. We will also offer private label products, which we believe
will distinguish us from our key competitors. Further, our target customers in
this segment are retail pharmacies, pharmaceutical companies; hospitals;
physicians office practices; consumers; and industrial and food microbiology
laboratories. Med-Suite, in concert with a persons secure personal health
record, will allow the medical professional to communicate pharmaceutical,
administrative, clinical data in a cost-effective manner. We plan to use
Med-Suite to provide marketing tools for pharmaceutical sales automation.
Within our medi-clinic and pharmacy operations, prescriptions
will be analyzed, processed and documented by our proprietary prescription
management systems. These systems will assist medical staff in processing
prescriptions by automating tests for various items, including plan, early
refills, duplicate dispensing, appropriateness of dosage, drug interactions or
allergies, and over-utilization.
The accompanying financial statements have been prepared on a
going concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. We have
not generated any revenues and we do not anticipate to generate any revenues
until i) we begin implementing our medical management software systems and
devices in hospitals and clinics; ii) sourcing, marketing and selling
pharmaceutical and nutraceutical products to healthcare providers and the
general public and; iii) opening and serving patients in our pharmacies and
medical clinics. Accordingly, we must raise cash from private investors, through
equity financings or by developing strategic alliances with other leading, world
class players in the health industry. Our only other source for cash at this
time is monies raised in our recent private placement. The cash we raised will
allow us to stay in business for at least one quarter. Our success or failure
will be determined by creating alliances with healthcare providers who need our
medical technology, selling a large volume or our products and opening a number
of medical clinics and pharmacies throughout China.
Executive Offices
Our executive offices are located at Room 1201, No. 2 Building,
Beixiaojie, Dongzhimen Nei, Beijing, Peoples Republic of China 10009. We
currently lease approximately 600 square feet of space in a commercial building
at 1,000RMB per month. We intend to renegotiate our office lease once it expires
at the end of April 30, 2010.
Overview
On November 25, 2008, as Aventerra Explorations Inc., we
entered into a preliminary agreement to acquire two patents from AM Oil
Resources & Technology Inc., a California corporation ("AM Oil"). This
agreement was significantly modified and deemed final on March 11, 2009. In
consideration for the acquisition of the patents, we issued thirty million
(30,000,000) post split fully paid and non-assessable restricted shares of our
common stock, plus $500,000 cash to be paid directly to AM Oil over the
course of the next three years, together with a 5% royalty to be paid from the
sale of every unit sold domestically and internationally. Subsequent to this
agreement, we changed our name to AM Oil Resources & Technology Inc.
In October 2009, we entered into a non-binding Letter of Intent
(LOI) to acquire 100% of medical care technologies and software held by Great
Union Corporation (Great Union), a Hong Kong corporation, by way of a reverse
merger. In accordance with the letter of intent, Great Union must complete a
foreign ownership structure in which the medical care technologies and software
will be held by a company incorporated in the State of Nevada (the Nevada
Company). We must exchange 38,400,000 shares of common stock for all of the
outstanding common shares of the Nevada Company. In addition, we must cancel
57,300,000 shares of common stock held by the former President of the
Company.
On September 28, 2009, we incorporated a wholly owned
subsidiary, Medical Care Technologies Inc. in Nevada for the purpose of
effecting a name change and on October 13, 2009, we merged with the subsidiary
and assumed our current business name. On November 20, 2009, and in conjunction
with the name change, a new trading symbol MDCE was granted to us.
On November 17, 2009, it was determined that the patents had
expired for failure to pay maintenance fees by the holder of the patents, thus
leaving the patents open to the public domain. It was determined that US Patent
No. 5979549 expired for failure to pay a maintenance fee on November 11, 2007
and US Patent No. 6129148 expired for failure to pay a maintenance fee on
October 10, 2008. We did not have good and marketable title to the Assets. The
Vendor did not own and failed to assign the Assets to us, being US Patent No.
5979549 and US Patent No. 6129148. It was for this reason that the Agreement was
terminated and the 30,000,000 shares issued to the Vendor were canceled.
Because the Company never received title, the Company
determined that it never owned the assets, which resulted in an error in the
first two quarters of 2009. As a result, this quarterly reports on Form 10-Q is
being amended and restated to remove the patent asset and related debt. In
addition, the cancellation of common stock issued in connection with this
transaction was reflected in the amended quarterly filings.
Subsequent to the year ended December 31, 2009, we signed an
Asset Acquisition Agreement (Asset Agreement) with Great Union. In
consideration of the issuance of 57, 300,000 shares of our common stock, we
acquired Great Unions technologies associated with the development and
maintenance of secure information systems which increase access to medical
resources services, education and wellness, pharmaceutical and nutraceutical
products.
With a new company name and trading symbol, our mission now is
to offer affordable, standardized and secure software information systems to
electronically connect healthcare providers, academic institutions,
pharmaceutical and nutraceutical companies, alternative health companies and
individual consumers with healthcare information, products and services in
China. Initially, we aim to generate e-management revenues and nutraceutical and
pharmaceutical product distribution revenues. Concurrent with and in addition to
our e-health management systems and pharmaceutical and nutraceutical product
revenue streams, we hope to add to our bottom line through branding and opening
of medi-clinics throughout China.
Our Target Market
The primary targets for our e-management healthcare services as
well as our pharmaceutical and nutraceutical products include the vertical
markets of:
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a)
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Healthcare Professionals:
i.e. the healthcare
providers themselves who have a need to provide information to their
patients or peers/associates; and
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b)
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HealthCare Institutions:
i.e. all government and
academic institutions that have a need to provide information to their
staff, collaborators and patients.
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Marketing and Promotion
Our marketing and promotion strategy is to build brand
recognition to our medi-clinics and the products we plan to sell, increase
patient/customer awareness and, therefore, patient/customer purchases to our
products, attract new patients/customers, build strong patient/customer loyalty,
maximize repeat customer visits and develop incremental revenue opportunities.
We plan to implement a marketing department to design our
nationwide marketing efforts as well as to design regional promotions based on
local demographics and market conditions. We also plan to launch single clinic
promotional campaigns and community activities in connection with the openings
of new clinics. In addition, we plan to offer special discounts and gift
promotions for selected products periodically in conjunction with our suppliers
marketing programs. We also plan to provide ancillary services such as providing
free blood pressure measurements in our clinics.
We plan to design many of our promotion programs to encourage
suppliers to invest resources to market their brands within our clinics. We plan
to charge suppliers promotional fees in exchange for granting them the right to
promote and display their products in our clinics during promotional periods. We
believe that these types of promotions will improve patients/customers
shopping experience because suppliers provide purchasing incentives and
information to help patients/customers to make informed purchase decisions.
We also plan to run advertisements periodically in selected
regional and national newspapers to promote our private label brand and the
products carried in our clinics. In selected regions, we plan to promote our
private label brand and products using billboards and on the passenger
compartments of subway trains. In all cases, we expect the advertising expenses
to be borne by the manufacturers/suppliers of the products being advertised. We
will aim to design our advertisements to promote our private label brand, our
corporate image and the prices of products available for sale in our clinics. We
are aware that such advertising is currently not subject to the series of
measures regulating the advertising of pharmaceutical products recently adopted
by the Chinese government.
Distribution of Products
We plan to market our pharmaceutical and nutraceutical products
in the medi-clinics through independent distribution channels and directly to
end-users by independent sales representatives.
We expect to lease warehouses that will operate as regional
distribution centers for the purpose of serving our medi-clinics. We plan to
have suppliers deliver products to our regional distribution centers, which in
turn serve our medi-clinics in the region.
We expect the operations of our regional distribution centers,
including inventory management and deliveries, to be integrated and coordinated
by our integrated management information system. We believe that this will
provide us with up-to-date product availability information so as to optimize
our inventory management.
Our Strategies
We intend to implement the following strategies for Fiscal
2010:
Open Retail Pharmacies and Medical Clinics in Large and
Fast-Growing Metropolitan Markets
We believe that locating clinics and pharmacies in desirable
geographic markets is essential to competing effectively as well as maintaining
and generating profitability. In 2010 and based upon successful financings, we
plan to open new clinics mainly in metropolitan markets, including Shenzhen,
Tianjin, Ningbo, Guangzhou and Dalian, in addition to surrounding areas of
Shanghai and Beijing. We believe there is potential for growth in these cities
as there are many under-penetrated local neighborhoods available for us to open
and take some market share in these cities. Within our targeted cities, we plan
to open stores in or near large residential communities to become the preferred
community medi-clinic.
Capture Patient/ Customer Trust and Loyalty with
Effective Marketing and Promotional Programs
We believe that a strong brand name is critical to winning
customers trust in us and our products, as well as building customer loyalty
and increasing customer visits to our medi-clinics in order to purchase our
products. As a result, we intend to promote both our brand name and our private
label products. Specifically, we will continue to deploy the following marketing
and promotional initiatives:
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offering services that are carefully tailored to meet our
patients/customers healthcare needs, including integrated health programs
focused on health supplements, weight management, diabetes, infant care and
birth control;
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gain patient/customer loyalty by organizing community-based activities and
targeted promotion programs;
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form an alliance with a number of promotional partners and develop
promotional campaigns with these partners in order to increase awareness of
our brand name and private label products; and
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advertise our brand and private label products in selected newspapers that
service our targeted cities.
Offer Private Label Products
We intend to mostly promote our private label product offerings
in order to emphasize the development of our brand identity in China and, hence
to reach profitability. In particular, we plan to:
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sell a high assortment of private label products, especially high margin
nutritional supplements and herbal products;
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develop and invest in multiple private label products targeted at various
product categories, geographic regions and patient/customer groups; and
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offer a selection of high, medium and low price private label products
within each product category in order to appeal to a broad range of customers.
We believe that with the recent regulatory changes implemented
by the Chinese government, new opportunities have opened up which will allow us
to openly market private label products.
Develop Solid Distribution Channels for our
Products
We plan to develop a solid direct sales channel through a
network of call centres and sales representatives.
Our goods and services will be well researched products
substantiated by certified market researchers. With existing networks already
firmly established, we estimate the ramp up time to take three to six
months.
Install Management Information Systems in our Medical
Clinics and Pharmacies
We plan to install our information management systems and
processes in our future pharmacies and medi-clinics, which will streamline
delivery and facilitate data mining and fully integrate information such as
patients medical history, product selection, procurement, pricing, and
distribution. Our management information system is expected to improve our data
aggregation capabilities and facilitate our category management decisions,
enabling us to fine-tune product selection, pricing, shelf space allocation and
store replenishment and distribution center replenishment triggers. These
features are expected to yield significant benefits to us in the form of lower
costs and expenses related to procurement and distribution, improved product
replenishment and increased real-time visibility of our inventory position,
product mix and product movements, leading to increases in our gross profit.
Selectively Pursue Complementary Acquisitions
We plan to selectively acquire independently operated clinics
that will help us to establish a presence in new markets. In particular, we plan
to grow through acquisition in cities such as Beijing and Shanghai. We intend to
screen acquisition opportunities by focusing on already existing clinics in
prime, well-developed facilities and patient/customer bases which are
commercially attractive.
Employees and Employment Agreements
At present, we have no full-time employees. Our officers and
directors are part-time employees and each will be devoting about 25% of his
time or 10 hours per week to our operation. We currently have a Consultancy
Agreement with the Chief Executive Officer. We expect to implement an employee
or service contract with the Chief Operating Officer in 2010. Other than as
described above, we have no other employee contracts. We presently do not have
pension, health, annuity, insurance, stock options, profit sharing or similar
benefit plans; however, we expect to adopt plans in the future. Our officers and
directors will handle our administrative duties until we raise enough funds to
be able to hire administrative personnel.
Limited Operating History and Need for Additional
Capital
There is no historical financial information about us upon
which to base an evaluation of our performance. We have just started our current
operations and have not generated any revenues from activities. We cannot
guarantee we will be successful in our business activities. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including the following: (i) limited capital resources, (ii) ability to develop
brand name, (iii) possible delays in obtaining products we sell, (iv) strong
competition in the medical technology industry, (v) implementation of strict
government regulations in the healthcare industry, (vi) and possible cost
overruns due to price and cost increases in services. To become profitable and
competitive, we must be able to deploy and sell a sufficient number of
management information systems, open and operate successfully a number of
medi-clinics and market and sell large volumes of our products to generate
revenues and profits. We have no assurance that future financing will be
available to us in the future on satisfactory terms. If financing is not
available on satisfactory terms, we may be unable to continue, develop or expand
our activities. Equity financing could result in additional dilution to existing
shareholders.
Our future growth is dependent upon selling products, and we
cannot guarantee that such products will be available.
A significant element
of our strategy is to promote a revenue stream by focusing on pharmaceutical and
nutraceutical products that deliver greater benefits to patients, healthcare
workers and researchers. The sourcing of these products requires significant
time and research. The results of our product sourcing efforts may be affected
by a number of factors, including our ability to source and subsequently obtain
new products from suppliers, or gain and maintain market approval of these
products. There can be no assurance that any products now or that we may seek to
sell in our medi-clinics in the future will achieve the revenues we hope for or
gain market acceptance.
The medical management information technology industry is
very competitive
and is subject to rapid technological changes, and we face
significant competition across our product lines and in each market in which our
products may be sold. We face this competition from a wide range of companies.
These include large medical device companies, some of which may have greater
financial and marketing resources than we do. We also face competition from
firms that are more specialized than us with respect to particular markets.
Other firms engaged in the distribution of medical technology products have
become manufacturers of medical devices and instruments as well. In some
instances, competitors, including pharmaceutical companies, also offer their own
brand name products and may render our products or proposed products obsolete or
less competitive. In addition, the entry into the healthcare market in China and
other low-cost locations are creating increased pricing pressures, particularly
in developing markets. New entrants may also appear, creating more competition
for us.
Regulation.
Our medical management information
technology operations and proposed products are subject to regulation by Chinese
state agencies. These agencies enforce laws and regulations that govern the
development, testing, manufacturing, labeling, advertising, marketing and
distribution, and market surveillance of our technology and medical products.
These regulatory controls can affect the time and cost associated with the
development, introduction and continued availability of our services and selling
of new products. These agencies possess the authority to take various
administrative and legal actions against us, such as product recalls, product
seizures and other civil and criminal sanctions.
We cannot guarantee that any of our strategic acquisitions,
investments or alliances will be successful.
While our strategy to promote
various revenue streams is driven by the internal development and promotion of
our medical management information systems, sourcing and selling large
quantities of products and, branding our private label, we seek to supplement
our growth through strategic acquisitions, investments and alliances. Such
transactions are inherently risky. The success of any acquisition, investment or
alliance may be affected by a number of factors, including our ability to
properly assess and value the potential business opportunity or to successfully
integrate it into our existing business. We cannot guarantee that any future
transaction will be successful.
Mineral Exploration and Terminated Mining Interests
We have terminated our mineral exploration activities. In late
2009 we terminated production and marketing of our oil and gas technologies.
We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information under this
item.
ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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None.
Our executive offices are located in Beijing, Peoples Republic
of China. Until April 30, 2010, we currently lease approximately 600 square feet
of space in a commercial building at 1,000RMB per month. We intend to
renegotiate our office lease once it expires.
We will generally seek to rent the building in which our
planned clinics will operate, although in some regions in China, we will lease
the space. Additionally, we expect to open sales offices and distribution
facilities for storage of our products but these facilities may be used for
multiple purposes, such as additional regional administrative offices. We seek
to open clinics in the most developed cities in China, including Shenzhen,
Guangzhou, Dalian, Hangzhou, Ningbo, Suzhou and Kunming
.
We plan to carefully select our clinic sites to maximize
consumer traffic, clinic visibility and convenience for our patients/customers.
We plan to substantially locate our clinics in well-established urban
residential communities and prime retail locations in Chinese cities where
living standards and consumer purchasing power are relatively high.
We previously owned four mineral claims but due to our change
of business operations, we have allowed the mineral claims to expire.
Claims
The Jam Claims consisted of four (4) located mineral claims in
one contiguous group as follows:
Name
|
Area (in acres)
|
Expiration
|
Jam 1
|
20.66
|
September 1, 2009
|
Jam 2
|
20.66
|
September 1, 2009
|
Jam 3
|
20.66
|
September 1, 2009
|
Jam 4
|
20.66
|
September 1, 2009
|
The property was selected because gold and platinum had been
discovered in the area.
Location and Access
The Jam Claims comprised a total of 82.64 acres and was located
at latitude 37 20.325' N and longitude 117 29.655' W.
The Jam Claims were motor vehicle accessible from the Town of
Goldfield, Nevada by traveling 15 miles south along US Highway 95 to the NV
Highway 266 cut-off. Turn right and head west for 20 miles on Hwy 266 to a good
dirt road at the Lida Historical Site turn left. Travel for 3.7 miles, go to
fork and take the right and go for another 6 miles to junction and go straight
ahead. Travel another 2 miles to junction and go straight ahead for another 1.5
miles to the outstanding corral. Go to the line shack on the west end of the
corral and take the road leading southeast (uphill) for 0.4 of a mile, Jam 1
post was 15' off the road on the left.
-8-
MAP 1
-9-
MAP 2
-20-
In late 2008, we terminated our mining operations and focused
on the production and marketing of our oil and gas technologies until late 2009,
whereby we also terminated our oil and gas technologies activities.
ITEM 3.
|
LEGAL PROCEEDINGS
|
As of the date of this report, there are no material pending
legal proceedings (other than ordinary routine litigation incidental to our
business) to which we are a party or concerning any of our properties. Also, our
management is not aware of any legal proceedings contemplated by any
governmental authority against us.
ITEM 4.
|
REMOVED AND RESERVED
|
PART II
ITEM 5.
|
MARKET FOR REGISTRANTS COMMON EQUITY,
RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
|
Our common stock is not traded on any stock exchange in the
United States and Canada and there is no established public trading market for
our common stock. Our common stock is quoted on the OTC Bulletin Board, under
the trading symbol
MDCE.OB
. The market for our stock is highly volatile.
We cannot assure you that there will be a market in the future for our common
stock. OTC Bulletin Board securities are not listed and traded on the floor of
an organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board stocks are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.
There are no outstanding options or warrants to purchase, or
securities convertible into, our common stock.
The following table shows the high and low closing prices of
our common shares on the OTC Bulletin Board for each quarter since our common
stock began to trade on the OTC Bulletin Board on January 9, 2008. The following
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions:
Fiscal Year
|
|
|
2009
|
High Bid
|
Low Bid
|
Fourth Quarter 10-01-09 to 12-31-09
|
$0.25
|
$0.066
|
Third Quarter 7-01-09 to 9-30-09
|
$0.11
|
$0.02
|
Second Quarter 4-01-09 to 6-30-09
|
$0.17
|
$0.06
|
First Quarter 1-01-09 to 3-31-09
|
$1.01
|
$0.12
|
|
|
|
Fiscal Year
|
|
|
2008
|
High Bid
|
Low Bid
|
Fourth Quarter 10-01-08 to 12-31-08
|
$1.01
|
$0.02
|
Third Quarter 7-01-08 to 9-30-08
|
$0.27
|
$0.05
|
Second Quarter 4-01-08 to 6-30-08
|
$0.00
|
$0.00
|
First Quarter 1-01-08 to 3-31-08
|
$0.00
|
$0.00
|
Holders
On December 31, 2009, we had 15 shareholders of record of our
common stock.
Dividend Policy
As of the date of this report, we have not paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our board of directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities
Exchange Act of 1934, as amended that imposes additional sales practice
requirements on broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouses). For transactions covered by the Rule, the
broker/dealer must make a special suitability determination for the purchase and
have received the purchaser's written agreement to the transaction prior to the
sale. Consequently, the Rule may affect the ability of broker/dealers to sell
our securities and also may affect your ability to sell your shares in the
secondary market.
Section 15(g) also imposes additional sales practice
requirements on broker/dealers who sell penny securities. These rules require a
one page summary of certain essential items. The items include the risk of
investing in penny stocks in both public offerings and secondary marketing;
terms important to in understanding of the function of the penny stock market,
such as id and offer quotes, a dealers and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, the FINRAs toll free telephone number and the central number
of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.
Securities Authorized for Issuance Under Equity Compensation
Plans
We have no equity compensation plans and accordingly we have no
shares authorized for issuance under an equity compensation plan.
Recent Sales of Unregistered Securities
From January 1, 2009 to December 31, 2009, we completed the
following sales of previously unreported, unregistered securities:
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information under this
item.
ITEM 7.
|
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATION.
|
This section of the report includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this report. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
We are a start-up, development stage, Chinese medical
technology company engaged principally in the development and maintenance of
secure medical information systems used by healthcare institutions, life science
researchers, clinical laboratories, the pharmaceutical industry and the general
public. We have not yet generated or realized any revenues from our business
activities.
Our aim is to advance health care in China. In assessing the
outcomes of our strategies and our financial condition and operating
performance, management generally reviews quarterly forecast data, monthly
actual results, product and segment sales and other similar information. We also
consider trends related to certain key financial data, including gross profit
margin, selling and administrative expense, investment in research and
development, return on invested capital, and cash flow.
Our anticipated revenue streams over the next three years are
expected to come from our e-management online healthcare market, pharmaceutical
and nutraceutical supply market and medi-clinic market. We plan to develop in
each of our business segments new products and services that provide increased
benefits to patients, healthcare workers and researchers. Our ability to obtain
long-term growth will depend on a number of factors, including our ability to
expand our business (including geographical expansion), source new products with
higher gross profit margins, and obtain operating efficiency and organizational
effectiveness.
These financials have been prepared on a going concern basis.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we generate revenues or raise
additional capital through equity financings. We currently do not have
sufficient capital to maintain operations for the next twelve months.
Significant Events
At September 10, 2008, the Company effected a 11.5:1 forward
stock split of the authorized, and outstanding common stock. As a result, the
authorized shares of common stock increased from 100,000,000 shares of common
stock with a par value of $0.00001 per share to 1,150,000,000 shares of common
stock with a par value of $0.00001 per share. The issued and outstanding shares
of common stock increased from 8,600,000 shares to 98,900,000 shares. The
information contained in this report reflects the stock split.
In 2009 and 2008 and because our stock was not actively traded,
the patents were valued using a discounted future cash flow model, which was
based on managements projections of future cash flows generated from the sale,
license or other arrangement involving these patents. Based on the model, the
patents were valued at $5,100,000 and were being amortized using the
straight-line method over the life of the patents. The present value of the
non-interest bearing $500,000 payable was recorded and the difference between
the discounted rate and the face value was being accreted into interest expense
over the life of the liability. Consequently, in 2008 we recorded a discount of
$76,795 relating to the payable.
On February 18, 2009, the Company reduced the authorized shares
of common stock from 1,150,000,000 shares of common stock with a par value of
$0.00001 per share to 150,000,000 shares of common stock with a par value of
$0.00001 per share. The authorized shares of preferred stock will remain
unchanged.
On February 22, 2009, 57,500,000 shares of common stock were
cancelled and returned to treasury by the President of the Company.
In September 2009, we discovered that two patents the company
had previously acquired had expired prior to the Agreement because certain
maintenance fees were not kept current by the Vendor. As a result, the Vendor
did not have clear title to convey ownership of the patents. Consequently, we
never received title to these patents and due to the breach by the Vendor, we
were never obligated to pay the $500,000 or issue the 30,000,000 shares pursuant
to the Agreement. The shares and the debt were cancelled by the company and no
payments were made.
Based on our findings, we never owned the patents and recording
this transaction in the first quarter was in error. As a result, we will restate
the March 31, 2009 and June 30, 2009 financial statements filed on Form 10-Q to
correct this error in those prior periods. The effect of the restatement is to
derecognize the patent asset and related liability, as well as cancel the
30,000,000 shares issued under the Agreement. In light of these findings the
Company is considering legal action against the Vendor.
On September 28, 2009, the previously cancelled 57,500,000
shares of common stock were re-issued to Patricia Traczykowski, our then
President, as a result of our failure to pay Ms. Traczykowski for her shares of
common stock.
On October 13, 2009 Medical Care Technologies Inc., formerly
known as AM Oil Resources & Technology Inc. (the Company), filed Articles
of Merger with the Nevada Secretary of State to effect a merger with its wholly
owned subsidiary, Medical Care Technologies Inc., and assume the subsidiarys
name. The subsidiary was incorporated entirely for the purpose of effecting this
name change and the merger did not affect the Companys Articles of
Incorporation or corporate structure in any other way.
On November 20, 2009, the Financial Industry Regulatory
Authority (FINRA) informed us that the name change had been processed and had
taken effect and, in conjunction with the name change, a new trading symbol
MDCE had been granted.
Liquidity and Capital Resources
In late 2008, we issued 57,500,000 shares of common stock
through a private placement pursuant to Regulation S of the Securities Act of
1933 to Patricia Traczykowski, one of our two officers and directors at that
time, in consideration of $5,000. Ms. Traczykowski was a non-US person and the
transaction took place outside the United States of America. This was accounted
for as a purchase of shares of common stock. In February 2009, these shares were
cancelled and subsequently in September 2009, were reissued to Patricia
Traczykowski.
Subsequent to December 31, 2009, we completed a non-brokered
private placement of 500,000 units at a price of US$0.20 per unit for total
proceeds of US$100,000. Each unit purchased is comprised of one share of common
stock and one Series A Warrant. Each Series A Warrant is non-transferable and is
convertible into one share of common stock upon payment of $0.15 per Series A
Warrant, exercisable for a period of twenty four (24) months. The units were
sold pursuant to the exemption from registration contained in Regulation S of
the Securities Act of 1933 in that the transaction took place outside the United
States of America and the purchaser was a non-US person as defined in Regulation
S. The securities that comprise the units are restricted securities as that
term is defined in Rule 144 of the Securities Act of 1933.
As of December 31, 2009, our total assets were $475 and our
total liabilities were $127,381. Total assets decreased from December 31, 2008
by $9,316 and total liabilities increased from December 31, 2008 by $75,805.
This is mainly due to the increase in trade payables such as legal, professional
and accounting fees and other filing costs of maintaining a public company.
Results of Operations
We have no revenues in the years ended December, 2009 and 2008.
In the years ended December 31, 2009 and 2008, we incurred net losses of $85,121
and $55,742, respectively. From February 27, 2007 (inception date) to December
31, 2009 we incurred a net loss of $178,406.
Limited Capital
We intend to use funds raised in our recently completed private
placement for a license fee payment for our first Telehealth Care Centre in
China. Our limited cash will also be used to pay for our minimal office and
administrative expenses in Beijing and legal, accounting and professional
services required to prepare and file our reports with the SEC. Our remaining
cash, however, will only be sufficient to sustain us for the short-term. If we
are unable to locate additional financing within the short-term, we will be
forced to suspend all public reporting with the SEC and possibly liquidate.
Business
Our former business was to use, sell and produce patent and
patent pending technologies, providing an environmentally safe and
cost-effective method that maximizes oil production from existing oil wells. The
strategy was to market this technology strategically and to allow us to benefit
from worldwide demand for oil, resulting in significant growth in both revenues
and profits for the company. Our goal was to provide solutions to help minimize
U.S. dependence on foreign oil; thus providing innovative solutions to the world
that will recover dormant lying crude oil in reserves all around the world.
As discussed in Significant Events above, we terminated the
Asset Purchase Agreement (Agreement) and amendment thereto which we entered
into with Anthony Miller (Miller) and AM Oil Resources & Technology, Inc.,
a California corporation (AOR). We terminated the agreement unilaterally as a
result of a breach of several provisions of the Asset Purchase Agreement and
amendment thereto.
We concluded that the Agreement and amendment were in breach as
follows:
1)
|
They did not have good title to the patents as
represented in section 3.8 of the Agreement;
|
2)
|
They did not provide the required insurance as required
by section 3.10 of the Agreement; and
|
3)
|
They did not transfer the patents to the Company as
required by Section 6.2 of the Agreement.
|
Furthermore, we cancelled all of the shares of common stock
that were issued in connection with the Asset Purchase Agreement and
amendment.
We do not own any patents nor did we ever own, have assignment
of, or clear title to any patents.
We previously terminated our mining operations and as a result
of the termination of the Agreement, we are no longer pursuing the technologies
to improve the recovery of oil and gas from existing oil and gas wells.
On October 6, 2009, we entered into a non-binding Letter of
Intent (LOI) to acquire 100% of medical care technologies and software held by
Great Union Corporation (Great Union), a Hong Kong corporation, by way of a
reverse merger. In accordance with the letter of intent, Great
Union must complete a foreign ownership structure in which the medical care
technologies and software will be held by a company incorporated in the State of
Nevada (the Nevada Company). We must exchange 38,400,000 shares of common
stock for all of the outstanding common shares of the Nevada Company. In
addition, we must cancel 57,300,000 shares of common stock held by the former
President of the Company.
Subsequent to the year ended December 31, 2009, we signed an
Asset Acquisition Agreement (Asset Agreement) with Great Union. In
consideration of the issuance of 57, 300,000 shares of our common stock, we
acquired Great Unions technologies associated with the development and
maintenance of secure information systems which increase access to medical
resources services, education and wellness, pharmaceutical and nutraceutical
products.
On January 13, 2010, we entered into a private placement with
Executor Capital Inc. (Executor Capital) where Executor Capital subscribed and
agreed to purchase 500,000 shares common stock at $0.20 per unit for a total
amount of $100,000. Each unit will consist of one common share and one common
share purchase warrant. Each warrant shall be non-transferable and shall entitle
the holder to purchase one share of common stock at $0.15 per share for a period
of 36 months commencing from the closing date of the agreement. On February 1,
2010, we issued 500,000 units of common stock to Executor Capital Inc.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Inflation
The effect of inflation on our revenue and operating results
has not been significant.
Critical Accounting Policies
In June 2009, the Financial Accounting Standards Board (FASB)
issued guidance now codified within FASB Accounting Standards Codification
(ASC) Topic 105, Generally Accepted Accounted Principles, establishing the
ASC as the single source of authoritative nongovernmental U.S. generally
accepted accounting principles (GAAP), superseding existing FASB, American
Institute of Certified Public Accountants, Emerging Issues Task Force, and
related accounting literature. The ASC reorganizes the thousands of GAAP
pronouncements into roughly 90 accounting topics and displays them using a
consistent structure. Also included is relevant Securities and Exchange
Commission guidance organized using the same topical structure in separate
sections. This guidance was effective for financial statements issued for
reporting periods that ended after September 15, 2009. The adoption did not
impact the Companys financial position, results of operations or liquidity.
In January 2010, the FASB issued guidance amending ASC Topic
820 to require new disclosures concerning transfers into and out of Levels 1 and
2 of the fair value measurement hierarchy, and activity in Level 3 measurements.
In addition, the guidance clarifies certain existing disclosure requirements
regarding the level of disaggregation and inputs and valuation techniques and
makes conforming amendments to the guidance on employers disclosures about
postretirement benefit plans assets. This guidance is effective for interim and
annual reporting periods beginning after December 15, 2009; however, the
requirements to disclose separately purchases, sales, issuances, and settlements
in the Level 3 reconciliation are effective for fiscal years beginning after
December 15, 2010 (and for interim periods within such years). The Company does
not expect the adoption to have a material impact on its financial position,
results of operations or cash flows.
In June 2009, the FASB issued guidance which has not yet been
codified in the ASC, amending the consolidation guidance applicable to variable
interest entities. The amendments will affect the overall consolidation analysis
under ASC Topic 810, Consolidation. This guidance will be effective as of the
beginning of the Companys fiscal year ending January 31, 2011. The Company does
not expect the adoption to have a material impact on its financial position,
results of operations or cash flows.
Significant Accounting Policies
Basis of Presentation and Consolidation
: Our
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and are
expressed in US dollars. These consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, Aventerra Explorations Ltd, a company incorporated in England.
All inter-company accounts and transactions have been eliminated.
Use of Estimates
: The preparation of financial
statements in conformity with US 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. The Company regularly
evaluates estimates and assumptions related to donated expenses, and deferred
income tax valuations. The Company bases its estimates and assumptions on
current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Companys estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.
Earnings (Loss) Per Share
: The Company
computes net earnings (loss) per share in accordance with ASC 260
"Earnings
per Share".
ASC 260 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net earnings (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred
stock using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants. Diluted EPS excludes
all dilutive potential shares if their effect is anti dilutive. At December 31,
2009 and 2008, there were no dilutive potential common shares.
Foreign Currency Translation
: The Companys functional
and reporting currency is the United States dollar. Occasional transactions may
occur in Canadian dollars and management has adopted ASC 830
Foreign
Currency Translation Matters.
Monetary assets and liabilities denominated
in foreign currencies are translated using the exchange rate prevailing at the
balance sheet date. Non-monetary assets and liabilities denominated in foreign
currencies are translated at rates of exchange in effect at the date of the
transaction. Average monthly rates are used to translate revenues and expenses.
Gains and losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination of
income.
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
|
We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide the information under this
item.
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.
|
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
December 31, 2009
|
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Medical Care Technologies
Inc.
(a development stage company).
Beijing, China
We have audited the consolidated balance sheets of Medical Care
Technologies Inc. (the Company) as of December 31, 2009 and 2008, and the
related consolidated statements of expenses, shareholders deficit, and cash
flows for the years then ended and for the period from February 27,
2007(Inception) to December 31, 2009. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an
opinion on the financial statements and financial statement schedules based on
our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 Company as
of December 31, 2009 and 2008, and the results of their expenses, shareholders
deficit and their cash flows for the years then ended and for the period from
February 27, 2007(Inception) to December 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared
assuming that Medical Care Technologies Inc. will continue as a going concern.
As discussed in Note 1 to the financial statements, Medical Care Technologies
Inc. suffered losses from operations and has a working capital deficit, which
raises substantial doubt about its ability to continue as a going concern.
Managements plans regarding those matters also are described in Note 1. The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.
/s/MaloneBailey, LLP
www.malone-bailey.com
Houston,
Texas
April 9, 2010
F - 1
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Consolidated Balance Sheets
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
475
|
|
$
|
9,791
|
|
|
|
|
|
|
|
|
Total Assets
|
$
|
475
|
|
$
|
9,791
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accounts payable
|
$
|
31,202
|
|
$
|
24,256
|
|
Due to related parties
|
|
25,439
|
|
|
23,445
|
|
Accrued liabilities
|
|
|
|
|
3,875
|
|
Short
Term Debt
|
|
14,000
|
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
70,641
|
|
|
51,576
|
|
|
|
|
|
|
|
|
Non Current Liabilities
|
|
|
|
|
|
|
Long Term Debt
|
$
|
56,740
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock, 100,000,000 shares
authorized, $0.00001 par value,
No shares issued and outstanding as of
December 31, 2009 & 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, 150,000,000 shares authorized, $0.00001 par
value,
98,900,000 shares issued and outstanding as of December 31,
2009 & 2008
|
|
989
|
|
|
989
|
|
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
50,511
|
|
|
50,511
|
|
|
|
|
|
|
|
|
Deficit
Accumulated During the Development Stage
|
|
(178,406
|
)
|
|
(93,285
|
)
|
|
|
|
|
|
|
|
Total Stockholders Deficit
|
|
(126,906
|
)
|
|
(41,785
|
)
|
|
|
|
|
|
|
|
Total Liabilities
and Stockholders Deficit
|
$
|
475
|
|
$
|
9,791
|
|
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Consolidated Statements of Expenses
|
|
|
|
|
|
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
February 27, 2007
|
|
|
|
|
|
|
|
|
|
(Inception)
|
|
|
|
For the years ended December 31,
|
|
|
To December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other general and administrative
|
|
68,665
|
|
|
5,975
|
|
|
74,640
|
|
Management fees
|
|
15,692
|
|
|
|
|
|
15,692
|
|
Total Expenses
|
|
(84,357
|
)
|
|
(5,975
|
)
|
|
(90,332
|
)
|
Foreign currency
exchange loss
|
|
(764
|
)
|
|
|
|
|
(764
|
)
|
Loss Before Discontinued Operations
|
|
(85,121
|
)
|
|
(5,975
|
)
|
|
(91,096
|
)
|
Loss from Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
(49,767
|
)
|
|
(87,310
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
(85,121
|
)
|
|
(55,742
|
)
|
|
(178,406
|
)
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Common Share Basic and
Diluted:
|
$
|
(0.00
|
)
|
$
|
( 0.00
|
)
|
|
|
|
Discontinued
Operations
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares OutstandingBasic and Diluted
|
|
82,777,000
|
|
|
98,900,000
|
|
|
|
|
(The accompanying notes are an integral part of these
consolidated financial statements)
F-3
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
Period from
|
|
|
|
|
|
|
|
|
|
February 27, 2007
|
|
|
|
For the year ended
|
|
|
(Date of Inception)
|
|
|
|
December 31,
|
|
|
To December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
$
|
(85,121
|
)
|
$
|
(55,742
|
)
|
$
|
(178,406
|
)
|
Adjustment to reconcile net loss to cash used
in operating activities:
|
|
|
|
|
|
|
|
|
|
Donated services and expenses
|
|
|
|
|
5,500
|
|
|
10,500
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
|
|
426
|
|
|
|
|
Account payable
|
|
6,946
|
|
|
24,891
|
|
|
31,837
|
|
Accrued liabilities
|
|
(3,875
|
)
|
|
3,875
|
|
|
|
|
Net
Cash Used in Operating Activities
|
|
(82,050
|
)
|
|
(21,050
|
)
|
|
(136,069
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
|
|
|
|
|
41,000
|
|
Loan Payable
|
|
70,740
|
|
|
|
|
|
70,740
|
|
Due to related party
|
|
1,994
|
|
|
|
|
|
24,804
|
|
Net
Cash Provided by Financing Activities
|
|
72,734
|
|
|
|
|
|
136,544
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash and Cash
Equivalent
|
|
(9,316
|
)
|
|
(21,050
|
)
|
|
475
|
|
Cash Beginning of Period
|
|
9,791
|
|
|
30,841
|
|
|
|
|
Cash
End of Period
|
$
|
475
|
|
$
|
9,791
|
|
$
|
475
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash Disclosures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclass of related party debt to accounts
payable
|
$
|
|
|
$
|
22,810
|
|
$
|
22,810
|
|
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Consolidated Statement of Stockholders Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
During
|
|
|
|
|
|
|
|
|
|
Par
|
|
|
Paid-in
|
|
|
Development
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance February 27, 2007 (Inception)
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Issuance of common stock for cash at $0.00001 per share to
the President of the Company
|
|
57,500,000
|
|
|
575
|
|
|
4,425
|
|
|
|
|
|
5,000
|
|
Issuance of common stock for cash at
$0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share
|
|
41,400,000
|
|
|
414
|
|
|
35,586
|
|
|
|
|
|
36,000
|
|
Donated services
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
5,000
|
|
Net loss for the
period
|
|
|
|
|
|
|
|
|
|
|
(37,543
|
)
|
|
(37,543
|
)
|
Balance December 31, 2007
|
|
98,900,000
|
|
|
989
|
|
|
45,011
|
|
|
(37,543
|
)
|
|
8,457
|
|
Donated services
|
|
|
|
|
|
|
|
5,500
|
|
|
|
|
|
5,500
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
(55,742
|
)
|
|
(55,742
|
)
|
Balance December 31, 2008
|
|
98,900,000
|
|
$
|
989
|
|
$
|
50,511
|
|
$
|
(93,285
|
)
|
$
|
(41,785
|
)
|
Cancellation of common stock - President of
the Company
|
|
(57,500,000
|
)
|
|
(575
|
)
|
|
(14,425
|
)
|
|
|
|
|
(15,000
|
)
|
Reissuance of common stock - President of the Company
|
|
57,500,000
|
|
|
575
|
|
|
14,425
|
|
|
|
|
|
15,000
|
|
Net loss for the year
|
|
|
|
|
|
|
|
|
|
|
(85,121
|
)
|
|
(85,121
|
)
|
Balance December
31, 2009
|
|
98,900,000
|
|
$
|
989
|
|
$
|
50,511
|
|
$
|
(178,406
|
)
|
$
|
(126,906
|
)
|
(The accompanying notes are an integral part of these
consolidated financial statements)
F-5
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
1.
|
Development Stage Company and Going Concern
|
|
|
|
|
Medical Care Technologies Inc. (the Company) was
incorporated in the State of Nevada on February 27, 2007 under the name of
Aventerra Explorations Inc and changed its name from Aventerra
Exploration Inc to AM Oil Resources & Technology Inc. on December
3, 2008. On September 28, 2009, the Company incorporated Medical Care
Technologies Inc. for the sole purpose of effecting a name change. On
October 6, 2009, the Company effected a merger with the wholly owned
subsidiary and assumed the subsidiarys name. In conjunction with the name
change, the Company has also been granted a new trading symbol of MDCE. We
are a Developing Stage Company, as defined by the Accounting Standard
Codification (ASC) ASC 915-15
Accounting and Reporting by
Development Stage Enterprises.
|
|
|
|
|
Going Concern
|
|
|
|
|
These consolidated financial statements have been
prepared on a going concern basis, which implies the Company will continue
to realize its assets and discharge its liabilities in the normal course
of business. The Company has not generated revenues since inception and
has never paid any dividends and is unlikely to pay dividends or generate
earnings in the immediate or foreseeable future. The continuation of the
Company as a going concern is dependent upon the continued financial
support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations and the attainment of
profitable operations. As at December 31, 2009, the Company has a working
capital deficit and has accumulated losses since inception. These factors
raise substantial doubt regarding the Companys ability to continue as a
going concern. These consolidated financial statements do not include any
adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
|
|
|
|
2.
|
Significant Accounting Policies
|
|
|
|
|
a)
|
Basis of Presentation and Consolidation
|
|
|
|
|
|
These consolidated financial statements and related notes
are presented in accordance with accounting principles generally accepted
in the United States, and are expressed in US dollars. These consolidated
financial statements include the accounts of the Company and its wholly
owned subsidiary, Aventerra Explorations Ltd, a company incorporated in
England. All inter- company accounts and transactions have been
eliminated.
|
|
|
|
|
b)
|
Reclassifications
|
|
|
|
|
|
Certain prior year amounts have been reclassified to
conform with the current year presentation.
|
|
|
|
|
c)
|
Use of Estimates
|
|
|
|
|
|
The preparation of financial statements in conformity
with US 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. The Company regularly evaluates
estimates and assumptions related to donated expenses, and deferred income
tax valuations. The Company bases its estimates and assumptions on current
facts, historical experience and various other factors that it believes to
be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from
other sources. The actual results experienced by the Company may differ
materially and adversely from the Companys estimates. To the extent there
are material differences between the estimates and the actual results,
future results of operations will be affected.
|
|
d)
|
Cash and Cash Equivalents
|
|
|
|
|
|
The Company considers all highly liquid instruments with
maturity of three months or less at the time of issuance to be cash
equivalents.
|
|
|
|
|
e)
|
Earnings (Loss) Per Share
|
|
|
|
|
|
The Company computes net earnings (loss) per share in
accordance with ASC 260 "Earnings per Share". ASC 260 requires
presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing net
earnings (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing
diluted EPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti dilutive. At
December 31, 2009 and 2008, there were no dilutive potential common shares.
|
-6-
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
|
f)
|
Financial Instruments and Fair Value Measures
|
|
|
|
|
|
ASC 820 Fair Value Measurements requires an entity to
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial
instruments categorization within the fair value hierarchy is based upon
the lowest level of input that is significant to the fair value
measurement. ASC 820 prioritizes the inputs into three levels that may be
used to measure fair value:
|
|
|
|
|
|
Level 1
|
|
|
|
|
|
Level 1 applies to assets or liabilities for which there
are quoted prices in active markets for identical assets or
liabilities.
|
|
|
|
|
|
Level 2
|
|
|
|
|
|
Level 2 applies to assets or liabilities for which there
are inputs other than quoted prices that are observable for the asset or
liability such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active
markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by,
observable market data.
|
|
|
|
|
|
Level 3
|
|
|
|
|
|
Level 3 applies to assets or liabilities for which there
are unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or
liabilities.
|
|
|
|
|
|
The Companys financial instruments consist principally
of cash, accounts payable, and amounts due to a related party. Pursuant to
ASC 820, the fair value of cash equivalents is determined based on Level
1 inputs, which consist of quoted prices in active markets for identical
assets. The Company believes that the recorded values of all of other
financial instruments approximate their current fair values because of
their nature and respective maturity dates or durations.
|
|
|
|
|
|
The Companys operations are in Canada, which results in
exposure to market risks from changes in foreign currency rates. The
financial risk is the risk to the Companys operations that arise from
fluctuations in foreign exchange rates and the degree of volatility of
these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.
|
|
|
|
|
g)
|
Income Taxes
|
|
|
|
|
|
The Company accounts for income taxes using the asset and
liability method in accordance with ASC 740, Income Taxes. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and
liabilities, and for operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using the currently
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. The Company records a valuation allowance to reduce
deferred tax assets to the amount that is believed more likely than not to
be realized.
|
|
|
|
|
h)
|
Foreign Currency Translation
|
|
|
|
|
|
The Companys functional and reporting currency is the
United States dollar. Occasional transactions may occur in Canadian
dollars and management has adopted ASC 830 Foreign Currency Translation
Matters. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the
balance sheet date. Non-monetary assets and liabilities denominated in
foreign currencies are translated at rates of exchange in effect at the
date of the transaction. Average monthly rates are used to translate
revenues and expenses. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances are
included in the determination of income.
|
|
|
|
|
i)
|
New accounting pronouncements
|
|
|
|
|
|
In June 2009, the Financial Accounting Standards Board
(FASB) issued guidance now codified within FASB Accounting Standards
Codification (ASC) Topic 105, Generally Accepted Accounted Principles,
establishing the ASC as the single source of authoritative nongovernmental
U.S. generally accepted accounting principles (GAAP), superseding
existing FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force, and related accounting literature. The ASC
reorganizes the thousands of GAAP pronouncements into roughly 90
accounting topics and displays them using a consistent structure. Also
included is relevant Securities and Exchange Commission guidance organized
using the same topical structure in separate sections. This guidance was
effective for financial statements issued for reporting periods that ended
after September 15, 2009. The adoption did not impact the Companys
financial position, results of operations or liquidity.
|
|
|
|
|
|
In January 2010, the FASB issued guidance amending ASC
Topic 820 to require new disclosures concerning transfers into and out of
Levels 1 and 2 of the fair value measurement hierarchy, and activity in
Level 3 measurements. In addition, the guidance
clarifies certain existing disclosure requirements regarding the
level of disaggregation and inputs and valuation techniques and makes
conforming amendments to the guidance on employers disclosures about
postretirement benefit plans assets. This guidance is effective for
interim and annual reporting periods beginning after December 15, 2009;
however, the requirements to disclose separately purchases, sales,
issuances, and settlements in the Level 3 reconciliation are effective for
fiscal years beginning after December 15, 2010 (and for interim periods
within such years). The Company does not expect the adoption to have a
material impact on its financial position, results of operations or cash
flows.
|
-7-
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
|
|
In June 2009, the FASB issued guidance which has not yet
been codified in the ASC, amending the consolidation guidance applicable
to variable interest entities. The amendments will affect the overall
consolidation analysis under ASC Topic 810, Consolidation. This guidance
will be effective as of the beginning of the Companys fiscal year ending
January 31, 2011. The Company does not expect the adoption to have a
material impact on its financial position, results of operations or cash
flows.
|
|
|
|
3.
|
Asset Purchase Agreement
|
|
|
|
|
On November 25, 2008, the Company entered into a
preliminary Asset Purchase Agreement (the Agreement) with AM Oil
Resources & Technology Inc., (the Vendor), an unrelated company
prior to the purchase of the patents, to acquire two patents for
technologies that maximize oil production from existing oil wells. This
Agreement was finalized on March 11, 2009. Pursuant to the Agreement, the
Company recognized the acquisition of the two patents in exchange for
$500,000, in the form of a payable, and 30,000,000 shares of common stock.
The patents covered certain oil and gas recovery enhancement techniques
and were to expire in 2020.
|
|
|
|
|
Because the Companys stock is not actively traded, the
patents were valued using a discounted future cash flow model, which was
based on managements projections of future cash flows generated from the
sale, license or other arrangement involving these patents. Based on the
model, the patents were valued at $5,100,000 and were being amortized
using the straight-line method over the life of the patents. The present
value of the non-interest bearing $500,000 payable was recorded and the
difference between the discounted rate and the face value was being
accreted into interest expense over the life of the liability.
Consequently the Company recorded a discount of $76,795 relating to the
payable.
|
|
|
|
|
On November 17, 2009, it was determined that the patents
had expired for failure to pay maintenance fees by the holder of the
patents, thus leaving the patents open to the public domain. It was
determined that US Patent No. 5979549 expired for failure to pay a
maintenance fee on November 11, 2007 and US Patent No. 6129148 expired for
failure to pay a maintenance fee on October 10, 2008. The Company did not
have good and marketable title to the Assets. The Vendor did not own and
failed to assign the Assets to the Company, being US Patent No. 5979549
and US Patent No. 6129148. As a result, the Vendor did not have clear
title to convey ownership of the patents. Consequently, the Company never
received title to these patents and due to the breach by the Vendor, the
Company were never obligated to pay the $500,000 or issue the 30,000,000
shares pursuant to the Agreement. The shares and the debt were cancelled
by the company and no payments the Company were made pursuant to the
Agreement.
|
|
|
|
4.
|
Related Party Transactions
|
|
|
|
|
a)
|
At December 31, 2009 and 2008, the Company is indebted to
the President of the Company for $23,445 and $23,445, respectively,
representing expenditures paid on behalf of the Company.
|
|
|
|
|
b)
|
At December 31, 2009 and 2008, the Company is indebted to
a director of the Company for $1,994 and $nil, respectively, representing
expenditures paid on behalf of the Company.
|
|
|
|
|
c)
|
During the year ended December 31, 2009 and 2008, the
Company recognized $nil and $5,500, respectively, for management services
at $500 per month provided by the President of the Company. These services
were terminated in November 2008.
|
|
|
|
5.
|
Common Stock
|
|
|
|
|
a)
|
The preferred stock may be divided into and issued in
series by the Board of Directors. The Board is authorized to fix and
determine the designations, rights, qualifications, preferences,
limitations and terms, within legal limitations. As of December 31, 2009
and 2008, there was no preferred stock issued and outstanding.
|
|
|
|
|
b)
|
On February 18, 2009, the Company reduced the authorized
shares of common stock from 1,150,000,000 shares of common stock with a
par value of $0.00001 per share to 150,000,000 shares of common stock with
a par value of $0.00001 per share. The authorized shares of preferred
stock will remain unchanged.
|
|
|
|
|
c)
|
On February 22, 2009, 57,500,000 shares of common stock
were cancelled and returned to treasury by the President of the Company in
consideration for $15,000. As the Company did not pay the $15,000, on
September 28, 2009, 57,500,000 shares of common stock were re-issued to
the President of the Company.
|
-8-
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
|
d)
|
On February 22, 2009, 30,000,000 shares of common stock
with a deemed fair value of $4,676,795 were issued pursuant to the Asset
Purchase Agreement with AM Oil Resources & Technology Inc described in
Note 3. Because the Companys common stock is not actively traded, the
fair value of the stock was determined as the residual value of the fair
value of the patent less the fair value of the note payable issued in the
transaction. On September 28 2009, the 30,000,000 shares of common stock
were cancelled and returned to treasury pursuant to the cancellation of
the Asset Purchase Agreement.
|
|
|
|
6.
|
Discontinued Operations
|
|
|
|
|
During 2008, the Company abandoned further activity
related to its mineral exploration business. As a result, the financial
information in prior periods related to the mineral exploration business
has been presented as discontinued operations.
|
|
|
|
|
The results of discontinued operations are summarized as
follows:
|
|
|
|
|
|
|
Period from
|
|
|
|
|
For the Year
|
|
|
February 27, 2007
|
|
|
|
|
Ended
|
|
|
(Inception)
|
|
|
|
|
December 31,
|
|
|
To December 31,
|
|
|
|
|
2008
|
|
|
2009
|
|
|
Expenses
|
|
|
|
|
|
|
|
General and administrative
|
$
|
13,088
|
|
$
|
20,041
|
|
|
Mineral property costs
|
|
500
|
|
|
16,000
|
|
|
Professional fees
|
|
36,179
|
|
|
51,269
|
|
|
Net Loss from
Discontinued Operations
|
$
|
(49,767
|
)
|
$
|
(87,310
|
)
|
7.
|
Contingent Liability
|
|
|
|
On October 13, 2009, the Company received communication
from the Vendor of the Asset Purchase Agreement (Note 3) which detailed
the Vendors intention to pursue the amounts outstanding under the note
payable. While the outcome of this matter is uncertain and there can be no
assurance that the matter will be resolved in the Companys favor, the
Company believes that the outcome of an adverse decision in the proceeding
related to this matter or any amount which it may be required to pay
thereof having a material adverse impact on its financial position,
results of operations or liquidity is unlikely. In determining that the
patents expired prior to the signing of the Asset Purchase Agreement, the
Company strongly feels that the Vendor did not have good and marketable
rights or ownerships to the patents and the Company believes the claim is
without merit and will defend its position. The accompanying financial
statements do not reflect a liability for this contingency as the loss is
not probable or reasonably estimable.
|
|
|
8.
|
Income Taxes
|
|
|
|
The Company is subject to United States federal and state
income taxes at an approximate rate of 35%. The reconciliation of the
provision for income taxes at the United States federal statutory rate
compared to the Companys income tax expense as reported is as
follows:
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Income tax recovery at statutory rate
|
$
|
29,792
|
|
$
|
19,510
|
|
|
Permanent differences
|
|
|
|
|
(1,925
|
)
|
|
Temporary differences
|
|
(560
|
)
|
|
(560
|
)
|
|
Valuation
allowance change
|
|
(29,232
|
)
|
|
(17,025
|
)
|
|
Provision for income taxes
|
$
|
|
|
$
|
|
|
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Deferred income
taxes arise from temporary differences in the recognition of income and expenses
for financial reporting and tax purposes. The significant components of deferred
income tax assets and liabilities at December 31, 2009 and 2008 are as
follows:
-9-
Medical Care Technologies Inc.
|
(Formerly AM Oil Resources & Technology Inc.)
|
(A Development Stage Company)
|
Notes to the Consolidated Financial Statements
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
Net operating loss carryforward
|
$
|
46,270
|
|
$
|
27,720
|
|
|
Valuation
allowance
|
|
(46,270
|
)
|
|
(27,720
|
)
|
|
Net deferred income tax asset
|
$
|
|
|
$
|
|
|
|
The Company has a net operating loss carryforward of
approximately $132,200 available to offset taxable income in future years
which expires in fiscal 2029. However, a 100% valuation allowance was
established since the Company cannot be assured that it is more likely
than not that such benefit will be utilized in future years. The valuation
allowance is reviewed annually. When circumstances change and which cause
a change in management's judgment about the realizability of deferred
income tax assets, the impact of the change on the valuation allowance is
generally reflected in current income.
|
|
|
|
9.
|
Subsequent Events
|
|
|
|
|
Pursuant to FASB ASC 855, the Company has evaluated all
events or transactions that occurred from December 31, 2009 through April
9, 2010 the date of issuance of the consolidated financial statements.
During this period the Company did not have any material recognizable
subsequent events, except as disclosed below:
|
|
|
|
|
a)
|
On October 6, 2009, the Company entered into a letter of
intent to acquire 100% of the medical care technologies and software held
by Great Union Corporation (Great Union), a Hong Kong corporation, by
way of a reverse merger. On January 9, 2010, the Company entered into the
Asset Acquisition Agreement with Great Union to acquire Great Unions
various technologies associated with the development and maintenance of
secure information systems. In consideration, the Company agreed to issue
57,300,000 shares of its common stock as of the closing date. The common
stock issued pursuant to the terms and conditions set forth in this
Agreement will have such hold periods as are required under applicable
securities laws and as a result may not be sold, transferred or otherwise
disposed, except pursuant to an effective registration statement under the
Securities Act. On February 1, 2010, the Company cancelled 57,300,000
units of common stock from the President of the Company and issued these
shares to Great Union.
|
|
|
|
|
b)
|
On January 13, 2010, the Company entered into a private
placement with Executor Capital Inc. (Executor Capital) where Executor
Capital subscribed and agreed to purchase 500,000 shares common stock at
$0.20 per unit for a total amount of $100,000. Each unit will consist of
one common share and one common share purchase warrant. Each warrant shall
be non- transferable and shall entitle the holder to purchase one share of
common stock at $0.15 per share for a period of 36 months commencing from
the closing date of the agreement. On February 1, 2010, the Company issued
500,000 units of common stock to Executor Capital
Inc.
|
-10-
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
.
|
Our financial statements for the period from inception to
December 31, 2009, included in this report have been audited by Malone &
Bailey, PC, as set forth in this annual report. We have no disagreements with,
or change in, our accountants and auditors on accounting and financial
disclosures.
ITEM 9A.
|
CONTROLS AND PROCEDURES
.
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as such term
is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
Exchange Act), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. We conducted an evaluation (the Evaluation), under the supervision
and with the participation of our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the design and operation of
our disclosure controls and procedures (Disclosure Controls) as of the end of
the period covered by this report pursuant to Rule 13a-15 of the Exchange Act.
Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls
were effective as of the end of the period covered by this report due to a lack
of qualified accounting staff and an overreliance on consultants in our
accounting and financial reporting process.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that
our Disclosure Controls and internal controls will prevent all errors and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management or
board override of the control.
The design of any system of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
Managements Report on Internal Control over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). The Companys internal control over financial
reporting is a process designed to provide reasonable assurance to our
management and board of directors regarding the reliability of financial
reporting and the preparation of the financial statements for external purposes
in accordance with accounting principles generally accepted in the United States
of America.
Our internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Companys assets that
could have a material effect on the financial statements.
-11-
Because of its inherent limitations, internal controls over
financial reporting may not prevent or detect misstatements. All internal
control systems, no matter how well designed, have inherent limitations,
including the possibility of human error and the circumvention of overriding
controls. Accordingly, even effective internal control over financial reporting
can provide only reasonable assurance with respect to financial statement
preparation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2009. In making this
assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in
Internal
Control-Integrated Framework
. Based on our assessment, we believe that, as
of December 31, 2009, the Companys internal control over financial reporting
was not effective based on those criteria due to a lack of segregation of
duties, a lack of qualified accounting staff and an overreliance on consultants
in our accounting and financial reporting process. A material weakness is a
deficiency, or a combination of control deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material
misstatement of the Companys annual or interim financial statements will not be
prevented or detected on a timely basis.
Changes in Internal Controls
We have also evaluated our internal controls for financial
reporting, and there have been no changes in our internal controls or in other
factors that could affect those controls subsequent to the date of their last
evaluation.
ITEM 9B.
|
OTHER INFORMATION
|
None.
PART III
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
|
Officers and Directors
Our directors serve until his or her successor is elected and
qualified. Each of our officers are elected by the board of directors to a term
of one (1) year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office.
The name, age and position of our officers and directors are
set forth below:
Name
|
Age
|
Position Held
|
Ning Chung Wu
|
54
|
President, Principal Executive
Officer,
Principal Financial Officer,
Principal Accounting
Officer, and a member of the Board of Directors.
|
|
|
|
Minh Huong Nguyen
|
39
|
Chief Operations Officer and a
member of the Board of Directors.
|
|
|
|
Michael Freeberg
|
36
|
Treasurer and a member of the
Board of Directors
|
-12-
The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.
Background of our Officers and Directors
Ning Wu
Since February 2007, Ning Wu has been a Partner and has held the position of CEO at Open Planet Enterprise Inc., a professional services firm in Toronto, Ontario that provides business advice, business solutions and business management services to
(i) China-based companies aiming to establish markets in North America and (ii) North America-based companies that want to market their businesses in China. As one of the founding partners of Open Planet, Ms. Wu continues to implement and oversee
her companys clients market development, business and product development, business planning and analysis, marketing and advertising, communications and design, and online interactive and web content management. From March 1995 to
February 2010, Ms. Wu was a Partner and CEO of GroupIT, a Toronto, Ontario based information technology and services firm specializing in complete internet-intranet design, development of web databases and browser based applications, E-business, and
secure technology support to private, public and government sector clients in Canada. Ms. Wu provided total management and technology solutions for her clients.
Minh Nguyen
Since August 2008, Minh Nguyen has been an independent consultant, assisting Asian enterprises in maintaining trade relations with other countries in areas such as promoting and assisting in their trade and investment with one another.
From 2005-2008, Ms. Nguyen was an independent consultant, acting as the liaison for tourism and trade between Vietnam and Europe. Her responsibilities included launching trade and tourism promotions, meeting local officials, businesses and overseas
Vietnamese to introduce trade and investment opportunities in Vietnam. From 2000-2005, Ms. Nguyen was an independent consultant and imported and exported textile products between China and Vietnam. She served as the business liaison for businesses
in Shanghai, China and Hanoi, Vietnam. From 1995-2000, Ms. Nguyen was Director of Hanoi Trading Company. Her responsibilities included supervising and coordinating activities of workers engaged in inspecting materials to ensure adherence to the
companys quality standards and customer specifications.
Michael Freeberg
Since April 2003, Michael Freeberg has been a broker and net branch owner for Oceanfront Mortgage & Realty in San Diego, California where he has been responsible for overseeing all Oceanfront Mortgage operations and focusing on strengthening the
core business while positioning Oceanfront for long term growth. From March 2002 to April 2003, Mr. Freeberg was a financial analysis and director of sales for American Graphics Inc. in San Diego, California. At American Graphics he oversaw a sales
force of up to 25 employees and developed and coordinated in excess of $3,000,000 of new business ion one year while structuring American Graphics for efficient growth with the introduction of new products
During the past five years, Ms. Wu and Ms. Nguyen and Mr. Freeberg have not been the subject of the following events:
|
*
|
Any bankruptcy petition filed by or against any business of which Ms. Wu, Nguyen and Mr. Freeberg were general partners or executive officers either at the time of the bankruptcy or within two years prior to that time.
|
|
|
|
|
*
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.
|
|
|
|
|
*
|
An order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Wus, Nguyens
and Mr. Freebergs involvement in any type of business, securities or banking activities.
|
-13-
|
*
|
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodity law, and the judgment
has not been reversed, suspended or vacated.
|
Involvement in Certain Legal Proceedings
Other than as described in this section, to our knowledge, during the past five years, no present or former director or executive officer of our company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a
receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business
association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons
engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended
or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed, suspended or vacated.
Audit Committee and Charter
The Audit Committee consists of all of our directors. None of our directors are or were independent as defined by the National Association of Securities Dealers Marketplace Rules.
The Audit Committee generally has responsibility for appointing, overseeing, and determining the compensation of our independent certified public accountants, reviewing the plan and scope of the accountants audit, reviewing our audit and
control functions, approving all permitted non-audit services provided by our independent certified public accountants, and reporting to our full Board of Directors regarding all of the foregoing. The Audit Committee communicates with the
independent certified public accountants in connection with its review and approval of (i) the unaudited financials for inclusion in our quarterly reports and (ii) the annual audited financial statements for inclusion in our Annual Report on Form
10-K. The Audit Committee also provides our Board of Directors with such additional information and material as it may deem necessary to make our Board of Directors aware of significant financial matters that require its attention. Additionally, the
Audit Committee considers any related party transactions between the Company or any of its subsidiaries and any director, officer or the majority shareholder of the Company. The Audit Committees goals and responsibilities are set forth in a
written Audit Committee Charter. The Audit Committee did not hold any meetings and took no action during the year ended December 31, 2009 and has not held any meetings since December 31, 2009.
Audit Committee Financial Expert
None of our directors or officers have the qualifications or experience to be considered a financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, we
believe the services of a financial expert are not warranted at this time.
-14-
Code of Ethics
The Company adopted a Code of Ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer, or persons performing similar functions. We believe our code of ethics
is reasonably designed to deter wrongdoing and promote honest and ethical
conduct; provide full, fair, accurate, timely and understandable disclosure in
public reports; comply with applicable laws; ensure prompt internal reporting of
code violations; and provide accountability for adherence to the code. A copy of
the Code of Ethics will be provided to any person without charge, upon request,
by sending a copy of such request to the attention of the Corporate Secretary at
MEDICAL CARE TECHNOLOGIES INC., Room 1201, No. 2 Building, Beixiaojie,
Dongzhimen Nei, Beijing, China 10009.
Disclosure Committee and Charter
We have a disclosure committee and disclosure committee
charter. Our disclosure committee is comprised of all of our officers and
directors. The purpose of the committee is to provide assistance to the Chief
Executive Officer and the Chief Financial Officer in fulfilling their
responsibilities regarding the identification and disclosure of material
information about us and the accuracy, completeness and timeliness of our
financial reports. Our disclosure committee did not meet in 2008 or 2009.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the
Securities Exchange Act of 1934
, as
amended, requires our executive officers and directors, and persons who
beneficially own more than 10% of a registered class of our equity securities to
file with the Securities and Exchange Commission initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our common shares and other equity securities, on
Forms 3, 4 and 5 respectively. Executive officers, directors and greater than
10% shareholders are required by the Securities and Exchange Commission
regulations to furnish us with copies of all Section 16(a) reports they file.
Based on our review of the copies of such forms received by us, or written
representations that no other reports were required, and to the best of our
knowledge, we believe that the persons required to file reports under Section
16(a) have filed all required reports.
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
The following table sets forth the compensation paid by us for
the last three fiscal years ending December 31 for each of our officers. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any. The
compensation discussed addresses all compensation awarded to, earned by, or paid
or named executive officers.
Executive Officer Compensation Table
Name and
Principal Position
(a)
|
Year
(b)
|
Salary
(US$)
(c)
|
Bonus
(US$)
(d)
|
Stock
Awards
(US$)
(e)
|
Option
Awards
(US$
)
(f)
|
Non-
Equity
Incentive
Plan
Compensation
(US$)
(g)
|
Nonqualified
Deferred
Compensa-
tion
Earnings
(US$)
(h)
|
All
Other
Compen-
sation
(US$)
(i)
|
Total
(US$)
(j)
|
|
|
|
|
|
|
|
|
|
|
Ning C. Wu
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
CEO, President
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Minh Nguyen
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
COO
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Michael Freeberg
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Treasurer
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Anthony Miller
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Patricia
Traczykowski
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
Keith A. Johnson
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
-15-
No cash or equity-based compensation has been paid to any of
our officers since inception to December 31, 2009. We anticipate paying salaries
in 2010. We expect to pay a monthly remuneration of $5,000 to our Chief
Executive Officer.
Compensation of Directors
The members of our board of directors are not compensated for
their services as directors. The board has not implemented a plan to award
options to any directors. We expect to implement an Incentive Stock Option Plan
in 2010. We currently have a Consultancy Agreement with the Chief Executive
Officer. There are no other contractual arrangements with any other member of
the board of directors. We expect to implement a service contract with the Chief
Operating Officer in 2010. Other than as described above, we have no director's
service contracts.
The following table reflects compensation paid to our directors
during the fiscal year ended December 31, 2009.
Director's Compensation Table
Name
(a)
|
Fees
Earned
or
Paid in
Cash
(US$)
(b)
|
Stock
Awards
(US$)
(c)
|
Option
Awards
(US$)
(d)
|
Non-Equity
Incentive Plan
Compensation
(US$)
(e)
|
Nonqualified
Deferred
Compensation
Earnings
(US$)
(f)
|
All Other
Compensation
(US$)
(g)
|
Total
(US$)
(h)
|
|
|
|
|
|
|
|
|
Ning C. Wu
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
Minh Nguyen
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
Michael Freeberg
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
Natasha Mercer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greg Brown
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia
Traczykowski
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith Johnson
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anthony Miller
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(resigned)
|
|
|
|
|
|
|
|
-16-
Option/SAR Grants
There are no stock option, retirement, pension, or profit
sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We currently do not have any long-term incentive plans but we
expect to implement a long-term incentive stock option plan in 2010.
Indemnification
Under our Articles of Incorporation and Bylaws of the
corporation, we may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. We may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, which may be permitted to directors or officers under
Nevada law, we are informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
|
The following table sets forth, as of March 29, 2010, the total
number of shares owned beneficially by each of our directors and officers
individually and as a group, and each person who is known by us to beneficially
own more than 5% of our total outstanding shares. Percentage of beneficial
ownership is based on 99,400,000 shares of common stock outstanding as of March
29, 2010. The stockholders listed below have direct ownership of their shares
and possess sole voting and dispositive power with respect to the shares. Unless
provided otherwise, the address of each person listed on the table is c/o
MEDICAL CARE TECHNOLOGIES INC Room 1201, No. 2 Building, Beixiaojie, Dongzhimen
Nei, Beijing, China 10009.
|
Shares Beneficially Owned
|
Name of
Beneficial Owner
|
Number
|
Percent of Class
|
Ning C. Wu
|
0
|
0.00%
|
Minh Nguyen
|
0
|
0.00%
|
Michael Freeberg
|
0
|
0.00%
|
All officers
and directors as a group (3 persons)
|
0
|
0.00%
|
|
|
|
Great Union Corporation
|
*57,300,000
|
57.65%
|
Room
25, Block A, 19
th
Floor, Wah Lok Industrial Court, 31- 41 Shan
Mei Street, Fotan, Hong Kong
|
|
|
-17-
*Does not include warrants to acquire an additional 500,000
shares of common stock at an exercise price of $0.15 per warrant share which
have not been exercised as of the date of this proxy statement.
Changes in Control
There are no arrangements which may result in a change of
control of Medical Care Technologies Inc. There are no known persons that may
assume control of us after the offering.
Securities authorized for issuance under equity compensation
plans.
We have no equity compensation plans.
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
|
On February 28, 2007, we issued a total of 57,500,000 shares
(post forward stock split) of restricted common stock to Patricia Traczykowski,
one of our officers and directors in consideration of $5,000. On February 22,
2009, 57,500,000 shares of common stock were cancelled and returned to treasury
by Traczykowski in consideration for $15,000. As we did not pay the $15,000, on
September 28, 2009, 57,500,000 shares of common stock were re-issued to
Traczykowski.
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
(1) Audit Fees
The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal accountant for our audit of
annual financial statements and review of financial statements included in our
Form 10-Qs or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was:
|
2009
|
$
|
26,715
|
|
|
2008
|
$
|
17,417
|
|
(2) Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years
for assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of our financial
statements and are not reported in the preceding paragraph:
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years
for professional services rendered by the principal accountant for tax
compliance, tax advice, and tax planning was:
-18-
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years
for the products and services provided by the principal accountant, other than
the services reported in paragraphs (1), (2), and (3) was:
(5) Our audit committees pre-approval policies and procedures
described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the
audit committee pre-approve all accounting related activities prior to the
performance of any services by any accountant or auditor.
(6) The percentage of hours expended on the principal
accountants engagement to audit our financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the
principal accountants full time, permanent employees was 0%.
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
.
|
-19-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of this Form 10-K and has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized on this
9th day of April, 2010.
|
MEDICAL CARE TECHNOLOGIES INC.
|
|
|
|
|
|
|
|
BY:
|
/s/ Ning C. Wu
|
|
|
Ning C. Wu
|
|
|
President, Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer
and a member of the Board of Directors
|
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:
Signature
|
Title
|
Date
|
|
|
|
/s/ Ning C. Wu
|
President, Principal Executive
Officer, Principal Financial Officer, Principal Accounting Officer and a
member of the Board of Directors
|
April 9, 2010
|
Ning C. Wu
|
|
|
|
/s/ Minh Nguyen
|
Chief Operating Officer and a member
of the Board of Directors
|
April 9, 2010
|
Minh Nguyen
|
|
|
|
/s/ Michael Freeberg
|
Treasurer and a member of the Board of
Directors
|
April 9, 2010
|
Michael Freeberg
|
|
|
-20-
EXHIBIT INDEX
-21-
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