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“When we’re talking about small, unprofitable, biotech companies,
I rarely care about quarterly or even annual earnings.
What I care about is that the R&D programs stay on track
and that the…” products ”…will make the company worth
a whole lot more in the future than it is today”.
Quote by Charly Travers, The Motley Fool-January 12, 2005
Executive Summary
Good News....BioTech's initial R&D is complete, products are patented & manufactured, have clearances and ready to sell.
FORTUNE-SMALL BUSINESS MAGAZINE
“The FSB 100 – America’s Fastest-Growing Small Companies”
#1-in Annual Ranking - HEALTHCARE
Overview: Healthcare is one of the top 5 issues facing the world today. BMCS is at the forefront in the USA in a worldwide trend in the healthcare industry in the use of photobiostimulation (laser therapy) as a non-surgical, non-invasive, alternative means to reduce and/or eliminate muscle and joint pain and traumatic suffering from pain relating to other physical ailments.
BMCS plans to manage and/or operate affiliated Pain Management & Wellness Centers in major cities of the USA and in key locations around the world. BMCS features a HIGH POWERED proprietary therapeutic medical laser device which has FDA Clearance for treating the entire body to reduce or eliminate muscle, skeletal or arthritic pain.
The Company also has exclusively patented SHBAN antimicrobial anti-viral products. The Company conducted SHBAN solution tests as a non-hazardous topical anti-viral Avian Bird Flu disinfectant. The tests were successful and the Company is poised to explode with worldwide sales of its patented SHBAN products.
TIME MAGAZINE QUOTE:
“Demand for …Pain Management centers…is soaring…the need simply cannot be met. Patients will have to heed the lessons of Vioxx and Celebrex and refuse to settle for prescription pad medicine” –Claudia Wallis
“The Right & Wrong Way to Treat Pain”
Highlight: PAIN MANAGEMENT IS A $1 TRILLION WORLDWIDE INDUSTRY.
Aging Americans and Europeans have placed a demand upon medical practitioners to provide a quick, safe means of treating pain in patients without unnecessary surgery or drugs. BMCS will be able to glean from the huge Pain Management industry hundreds of millions of revenue annually. The Company’s Medical Laser’s Patented proprietary technology offers one of the most powerful Class IIIB FDA cleared array of wavelength spectrum (frequency) for a therapeutic medical laser in the world. Therapeutic non-invasive light therapy provides a means of treatment of pain for various human physical ailments such as arthritis, carpal tunnel syndrome, backache, sprained ankle, shoulder and neck stiffness, whiplash, tennis elbow, a pulled muscle, TMJ and 70 other ailments.
Over 10 years in research and development have already been spent on the development and design of the Therapeutic Medical Lasers used by BioTech. Further the Lasers may be used for “minor pain and stiffness associated with arthritis or muscle spasm.” The devices “may temporarily increase blood circulation and may be used to promote relaxation of muscle tissue.”
Strategy: The Company with its proprietary Therapeutic Medical Laser technology plans on opening, operating or managing Pain Management & Wellness Centers in the top 100 markets in the USA covering over 74% of the US population; plus various locations worldwide. The BioTech Pain Management & Wellness Centers will combine blood testing, proprietary nutrition products, education & exercise instruction to help each patient regain their strength, & well-being plus provide pain relief. The SHBAN Solution is superior to hundreds of other antimicrobials because it is a non-toxic, non-bleaching, odorless disinfectant powerful enough to topically kill the Asian Bird Flu virus and most bacteria, fungus, mold and mildew without harming people, animals or the environment.
World braced for huge surge
in bird flu casesSunday February 4, 2007 The Observer
BTME'S PATENTED PROPRIETARY SHBANTM SOLUTION is poised for worldwide distribution. Should the Avian Bird Flu Virus continue to expand worldwide, SHBAN will be in great demand as a Hand Sanitizer and poultry farm sanitizer. SHBAN is long lasting (unlike alcohol based hand sanitizers) as it sprays a thin microscopic protective film on a person's hands to give hours of protection unless washed or rubbed off.
BioTech Medics, Inc., a 1997 Nevada public corporation
(Pinksheets symbol: BMCS)
Total Authorized Common Shares : 500,000,000
Freely Trading Outstanding Common Shares (O/S)
also known as "the Float" : 1,795,833 million
(as of 02/15/2008) Source: DTC
Total Free Trading & Restricted Outstanding Shares: 8,097,930 (Feb 2, 08)
STOCK TRANSFER AGENT INFORMATION:
If you are an existing shareholder, attorney for a shareholder
registered brokerage firm or registered investment advisor;
Contact information for the company transfer agent:
Transfer OnLine
317 SW Alder Street, 2nd Floor
Portland OR 97204
Phone 503-227-2950 between 9AM-3PM-PST
or on the Web at www.transferonline.com
Note: The Transfer Agent may not be able to answer all investor questions.
General questions should be made to the BioTech Corporate Offices
at 972-274-5533 between 9AM-5PM-CST, during business days.
CERTIFIED CHARTERED ACCOUNTANTS:
BioTech Medics, Inc., has retained the Certified Public Accounting Firm of
MOORE & ASSOCIATES, LAS VEGAS, NEVADA.
TEXAS LEGAL COUNSEL FOR THE CORPORATION:
David F. Morris, Esq.
The Morris Law Firm
Dallas, Texas
Cautionary Language Regarding Forward-Looking Statements
Materials in this website may contain information that includes or is based upon forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Forward-looking statements give our expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, and financial results.
Any or all of our forward-looking statements here or in other publications may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual results may vary materially, and there are no guarantees about the performance of BioTech Medics (BTMD) stock.
We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the SEC. In particular, you should read the discussion in the section entitled "Cautionary Factors That May Affect Future Results" in any report to the SEC, as it may be updated in our subsequent 10-Q and 8-K reports. That discussion covers certain risks, uncertainties and possibly inaccurate assumptions that could cause our actual results to differ materially from expected and historical results. Other factors besides those listed there could also adversely affect the Company. That discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
BIOTECH MEDICS, INC.
A Nevada Corporation
October 31, 2006
Information Provided Pursuant to
Rule 15c2-11 of the Securities and
Exchange Act of 1934, as Amended
DISCLOSURE STATEMENT
PURSUANT TO RULE 15c2-11
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Current Information Regarding
BIOTECH MEDICS, INC.
The following information is provided to assist securities brokerage firms with “due diligence” compliance. This statement has not been filed with the NASD or any other regulatory agency. This information is set forth below as to BIOTECH MEDICS, INC. (referred to as “We” or the “Company”). We were incorporated on December 29, 1997, in the State of Nevada, as Summit Property Group, Inc. (hereinafter referred to as “the Issuer”). This information is provided for the purpose of providing information to broker-dealers trading in the securities of the Issuer in compliance with Rule 15c2-11(a)(5) of the Securities Exchange Act of 1934, as amended. The information provided follows the same numbering system found in the rule to wit:
Item 1. Exact Name of Issuer and Predecessor:
Issuer: BioTech Medics, Inc. from November 19, 2004 to
present
Previous Names: Corbel Holdings, Inc. from April 30, 2001 to
November 18, 2004
Summit Property Group, Inc. from December 29,
1997 to April 29, 2001
Item 2. Address of Issuer’s Principal Executive Offices:
Corporate Services of Nevada
507 North Division Street
Carson City, NV 89703
Telephone No.: (972) 274-5533
Facsimile No.: (972) 692-5441
Website Address: www.biotechmedics.com
Item 3. State and Date of Incorporation:
We were incorporated on December 29, 1997, in the State of Nevada.
Item 4. Exact Title and Class of Security:
We are currently authorized to issue two classes of stock, common stock and preferred stock. The CUSIP for our common stock is 090699109. Our common stock has only been quoted on the Pink Sheets on an unsolicited basis since it initiated trading on the Pink Sheets. Our current stock symbol is “BTMD.” Pink Sheets has discontinued the display of quotes on pinksheets.com for our common stock until adequate current information is made available.
Our preferred stock does not have a CUSIP and is not publicly traded.
Item 5. Par Value or Stated Value of Security:
Our common stock has a par value of $0.001 per share.
Preferred Stock par value of $.001 per share.
Item 6. Number of Shares or Total Amount of the Securities Outstanding As of the End of the Issuer’s Most Recent Fiscal Quarter and Fiscal Year and any Offerings of Securities in the Last Two Years:
A. Number of Shares Outstanding
Common Stock
We are authorized to issue 500,000,000 shares of common stock, par value $0.001.
As of the date we provided information in response to this item, we had 253,331,933 shares of common stock issued and outstanding, held by approximately 4717 shareholders. Of those 253,331,933 shares of common stock, 110,585,857 were free trading.
Preferred Stock
We are authorized to issue 10,000,000 shares of preferred stock, par value $.001, the rights, privileges, and preferences of which may be set by the Board of Directors without further shareholder approval.
As of the date we provided information in response to this item, no shares of our preferred stock have been issued.
B. Offerings of Securities
Within the last two year periods ending on the date of our last fiscal year and as of the date of this Disclosure Statement, we have had the following offerings of our securities:
1. In December, 2004, the Company issued 17.25 million Pennsylvania Exempt 504 common shares to Hamilton Holding PA Corp and/or their assigns. The Company was to receive $1 million under a Promissory Note signed by Hamilton. However, the Company only received less than $73,000. The matter is in litigation in the 68th Texas Dist. Court in Dallas, Texas.
2. The Company issued in 2005 1 million Pennsylvania Exempt 504 Common shares to Mark Brummel and 5 million Pennsylvania Exempt 504 Common shares to Sean Meagan for the sum of $9690.00.
3. The Company issued 4,800,000 Texas Exempt 504 Common shares to Lone Star Equity Group in 2005 for $14,072.80.
4. The Company issued Pennsylvania Exempt 504 Common Shares to KRKA for $11,130.00 in 2005 as a part of the Hamilton issue in 1 above.
5. In 2005, the Company issued 765,306 Minn. Exempt 504 Common shares to Alliance Equities for $5,357. Other consideration was a part of this transaction to the Company legal counsel.
6. In 2006 the Company issued Minn. Exempt 504 Common Shares to Redwood for $34,500 for 7,428,571.
7. In 2006 the Company issued 1,000,000 Texas Exempt 504 Common Shares to Jarvis Adventures, Inc. for $5,000.
Item 7. Name and Address of Transfer Agent:
Transfer Online
317 SW Alder Street, 2nd Floor
Portland OR 97204
Telephone No. (503) 227-2950
Our transfer agent is registered under the Exchange Act.
Item 8. Nature of the Issuer’s Business:
A. Business Development
We were organized on December 29, 1997, to operate as a property owner and/or management service. On December 7, 2004, we acquired HaloLaser BioTherapy, LLC, and now focus on alternative medicine and medical devices for the twenty-first century.
Information concerning the following specific items is furnished to provide a more complete understanding of the issuer’s business development:
1. The form of organization of the Issuer;
We are a Nevada corporation.
2. The year that the Issuer (or any predecessor) was organized;
We were incorporated on December 29, 1997, in the State of Nevada, as Summit Property Group, Inc.
3. The Issuer’s fiscal year end date;
Our fiscal year end date is December 31.
4. Whether the Issuer (and/or any predecessor) has been in bankruptcy, receivership or any similar proceeding;
We have not been in bankruptcy, receivership or any similar proceeding.
5. Whether the Issuer has made any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business;
On December 7, 2004, we acquired all of the outstanding membership interests of HaloLaser BioTherapy, LLC in exchange for 65,000,000 shares of our common stock.
On February, we acquired substantially all of the assets of FHJ Scientific, Inc., in exchange for 1,250,000 shares of our common stock, restricted in accordance with Rule 144 and signed a promissory note.
6. Any default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments;
None that have not been extended or re-negotiated.
7. Any change of control;
On December 7, 2004, we acquired all of the outstanding membership interests of HaloLaser BioTherapy, LLC in exchange for 65,000,000 shares of our common stock. The entire prior board
of directors resigned and the Company came under new management and a new board of directors. The Company will notify Pinksheets should there be a change in control.
8. Any increase in 10% or more of the same class of outstanding equity securities;
On December 7, 2004, BTMD acquired all of the outstanding membership interests of HaloLaser BioTherapy, LLC in exchange for 65,000,000 shares of our common stock. At the time this did not constitute an increase greater than 10% of outstanding equity securities. Through the issuance of 504 stock in 2005 and 2006, this did constitute a greater than 10% increase or more of the same class of outstanding equity securities (see 6.B 1-7 above).
9. Describe any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off or reorganization;
On December 7, 2004, we acquired all of the outstanding membership interests of HaloLaser BioTherapy, LLC in exchange for 65,000,000 shares of our common stock. The Company issued a press release advising that the board of directors had issued a Resolution that the Company would not have a “stock split” during the first 12 months of operation under the new management.
On December 17, 2004, the Company acquired all of the common stock of Charles R. Crane MD & Associates, Inc., for 1,250,000 common shares and a promissory note for $1.25 million.
On March 18, 2005, the Company acquired the four (4) US Letters of Patent from FHJ Scientific for 1,250,000 common shares and a promissory note for $1.25 million.
10. Any delisting of the Issuer’s securities by any securities exchange or NASDAQ or deletion from the OTC Bulletin Board;
Our securities have not been de-listed by any securities exchange or NASDAQ or deleted from the OTC Bulletin Board.
11. Any current, past, pending or threatened legal proceedings or administrative actions either by or against the Issuer that could have a material effect on the Issuer’s business, financial condition, or operations. Any current, past or pending trading suspensions by a securities regulator.
The Company is in litigation with Adam Barnett, an individual of Miami, Florida. Legal Counsel have issued an opinion that this is a frivolous lawsuit which should have no adverse material effect on the Company.
B. Business of Issuer
We (1) sell one or more types of FDA cleared medical laser devices for the treatment of numerous symptoms and physical ailments of the human body associated with pain; (2) train and certify medical professionals in the use of our laser devices; (3) manage; market and affiliate with pain management and wellness medical centers in the United States; and (4) acquire US letters of patent and proprietary SHBAN Solution products and/or devices that compliment our goals of offering alternative medicine for the twenty-first century.
Information concerning the following specific items is provided to the extent material to an understanding of the issuer:
1. Issuer’s primary and secondary SIC Codes;
Primary: 8090 (Health & Allied Services)
Secondary: 62134 (Physical, Occupational Therapy)
Other: 62111 (Offices of Physician)
62151 (Medical & Diagnostic Labs)
2. If the Issuer has never conducted operations, is in the development stage or is currently conducting operations;
We are currently conducting operations.
3. State the names of any parent, subsidiary, or affiliate of the issuer, and describe its business purpose, its method of operation, its ownership, and whether it is included in the financial statements attached to this disclosure document;
The Company issues a combined financial statement with the income and expenses of the Charles R. Crane MD & Associates, Inc., Pain Management & Wellness Clinic in Dallas, Texas.
4. Effect of existing or probable governmental regulations on the business;
Not material to an understanding of the issuer.
5. An estimate of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent to which the cost of such activities are borne directly by customers;
$25,000 in Research & Development. The cost will be amortized over 5 years.
6. Costs and effects of compliance with environmental laws (federal, state and local);
The Company is required to comply with the Food & Drug Administration in the operation of medical lasers. The cost of compliance is less than $2,000 per year per laser. The medical lasers are declared “non-hazardous” by the FDA, therefore, no environmental laws will impact the Company.
7. Number of total employees and number of full time employees.
We have a total of 9 employees, 3 of which are full time employees
C. Investment Policies
Not Applicable.
Item 9. Nature of Products and Services Offered:
1. Principal products or services, and their markets;
The BioTech L3aser, an FDA 510(k) authorized medical laser, is one of the most powerful Class III B medical lasers in the United States. The BioTech L3aser’s patented proprietary protocols, frequency spectrum and high wattage provide the capabilities necessary to work the laser’s healing effect to reduce or eliminate pain through biological stimulation over any area of the body.
The BioTech Pain Management & Wellness Centers will combine the proprietary BioTech L3aser medical laser device, blood testing, nutrition education with BioBody Products and lifestyle change programs to provide immediate aid to those in acute and chronic pain and help patients regain strength and well-being.
2. Distribution methods of the products or services;
The NeuroLase Medical Laser Device may only be sold to licensed medical practitioners (i.e. medical doctors, chiropractors, osteopaths, podiatrists and dentists). In some states an acupuncturist may be sold a laser.
3. Status of any publicly announced new products or services;
The Company is negotiating to sell a medical laser and affiliate with a Pain Management & Wellness Center in Panama City, Panama.
The Company is manufacturing its SHBAN Solution and offering it in 3 oz, 16oz, 32 oz, and 5 gallon quantities.
4. Competitive business conditions, the issuer’s competitive position in the industry, and methods of competition;
There are no known active US companies that have high powered Class III B laser devices similar to the NeuroLase or BioTech L3aser with the patented broad frequency range between 660nM and 1200nM and proprietary high power (up to 1200 mW) afforded the Company as a distributor and user of the BioTech L3aser under the rights granted to an end user of the spectrum.
Eight or more known US and foreign companies have sought FDA 510(k) marketing authorization for their laser therapy devices: Microlight, Erconia, Thor, Quantumm, Dynatronics, Laser Therapeutics and Avicenna. All have been granted FDA clearance for specified marketing, but six of the eight operate at 50% to 90% less power.
The other companies do not have the more powerful lasers because they do not have the patents necessary to have the prerequisite penetrating power and light spectrum for the laser as does the NeuroLase and BioTech L3aser to work quickly, successfully and properly on human muscle and tissue.
There are over 37 known worldwide laser manufacturers that produce flashlight size or small battery pack lasers that sell within a range of $ 750 to $49,995. Many low powered lasers are utilized on animals by veterinarians and have been upgraded for human use.
The few desktop flashlight lasers designed for physicians range in price from $2,500 to $24,999. They operate at one-tenth to one-half the power of the BioTech L3aser machines. Consequently, to accomplish what the BioTech L3aser does in 5 to 20 minutes over one-quarter of a human body would take a competitor’s laser over eight hours and numerous visits to the doctor’s office.
The SHBAN solution is protected by 4 US Letters of Patent owned by the Company. SHBAN is a very powerful antibacterial, anti-viral, anti-mold and anti-fungus topical disinfectant. It is superior because it is non-bleaching, odorless, colorless and non-toxic; therefore, when used as directed it is quick and safe to use around humans, animals and it does not harm the environment.
5. Sources and availability of raw materials and the names of principal suppliers;
The Company is a distributor for the NeuroLase 150C Medical
Laser Device manufactured by Spectrum Laser in Colorado Springs, CO. There are ample lasers available at any given time so that the Company may sell them.
6. Dependence on one or a few major customers;
We do not depend on one or a few major customers.
7. Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration;
The distribution agreement with Spectrum Laser is for three (3) years and renewable. The relationship between Spectrum and the Company is on very good terms.
The SHBAN patents require that a net royalty be paid to the original patent holders via FHJ Scientific for the life of the patents.
The Company has filed with the US Patent & Trademark Office for trademarks on BioTech Medics, BioTech L3asers, SHBAN.
The Company has no labor contracts.
8. The need for any government approval of principal products or services. Discuss the status of any requested government approvals.
After a lengthy 10 year research and development period with the NeuroLase Medical Device the FDA granted a 510(k) marketing clearance in November, 2003. Clinical medical studies are currently being conducted utilizing the NeuroLase. No adverse rulings are expected by the FDA which would negatively impact the Company.
Item 10. Nature and Extent of Issuer’s Facilities:
The Company maintains its Nevada legal corporate offices at
Corporate Services of Nevada, 507 North Division Street,
Carson City, NV 89703
BTMD’s Texas corporate headquarters is located at 222 West Las Colinas Boulevard, Suite 1650 East Tower, Irving, TX 75039. We entered into a lease agreement dated December 7, 2004 to lease the office space for our Texas corporate headquarters for a term of One (1) year, renewable annually.
The Company also has a lease with Northpoint IV at 12606 Greenville Avenue, Suite 105, Dallas, TX 75234 for the BioTech Medics Pain Management & Wellness Center with Dr. Charles R. Crane.
We do not own any property or properties for which the book value amounts to 10 percent or more of the total assets of the Company and its consolidated subsidiaries for the last fiscal year.
Item 11. Name of the Chief Executive Officer, Members of the Board of Directors, as well as Counsel, Accountant and Public Relations Consultant:
A. Officers, Directors and Advisors
1. Management
Our directors and officers are as follows:
Name Title
Keith A. Houser Chairman of the Board and Chief Executive Officer
Charles R. Crane President and Director
Kim Peralta Jacobs Secretary/Treasurer and Director
Keith A. Houser has been our Chairman of the Board and Chief Executive Officer since December 7, 2004. From 1994 to 1998, Mr. Houser advised Arlington Ophthalmology Association and David Kleiman, M.D. in the final stages of FDA approval of the eximer eye laser for the LASIK treatment of the correction of nearsightedness. In 2001, Mr. Houser founded and from 2001 to 2004, was president of NutriHealth Marketing, subsequently known as HaloLaser BioTherapy, LLC (“Halo”), which became the primary distributor for the NeuroLase Medical Laser Device and merged with BioTech Medics in December 2004. Mr. Houser has an extensive marketing background in radio and television broadcasting from 1966 through 2000. He has managed, owned and/or operated radio and television states from Phoenix, AZ to New York City. As of the date we provided information in response to this item, Mr. Houser has proxy authority for 145 million shares of BTMD common stock.
Charles R. Crane has been our President and Director since December 7, 2004. Over the past thirty years, Dr Crane has operated a private medical practice, specializing in Physical Medicine & Rehabilitation and Electromyograpy. In addition, he is currently a medical consultant for ReviewMed, Shorman Solutions, Austin & Associates and Forte. He is not currently a member of any other board of directors. As of the date we provided information in response to this item, he owned 3 million shares of BTMD common stock.
Kim Peralta Jacobs has been our Secretary/Treasurer and Director since December 7, 2004. Over the past ten years, Dr. Jacobs has operated a private chiropractic practice in Overland Park, Kansas. She is not currently a member of any other board of directors. As of the date we provided information in response to this item, Dr. Jacobs owned approximately 507,000 shares of BTMD common stock.
2. General Partners;
None.
3. Investment Banker;
None.
4. Promoters;
Goldstake Enterprises, LLC, Sacramento, CA.
5. Control Persons;
Please see the above disclosure for Keith A. Houser, Charles R. Crane and Kim Jacobs.
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