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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 20, 1997
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Date of Report (date of earliest event reported)
MUSIC TONES LTD.
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Exact name of Registrant as Specified in its Charter
Colorado 0-28154 84-1337504
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
12146 East Amherst Circle, Aurora, Colorado 80014
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Address of Principal Executive Offices, Including Zip Code
(303) 695-9554
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Registrant's Telephone Number, Including Area Code
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS.
On February 20, 1997, Music Tones Ltd. (the "Company") and Simplex Medical
Systems, Inc. ("Simplex") signed a Letter of Intent whereby the Company will
acquire all of the outstanding shares of USC in exchange for restricted shares
of the Company's common stock.
If this transaction is consummated, the Company will issue 3,453,000
restricted shares of its common stock in an amount which will represent
approximately 47.9% of its outstanding common stock in exchange for all of the
issued and outstanding shares of USC. The Company will also cancel 32,250,000
of its currently outstanding common stock just prior to the closing.
Simplex Medical Systems, Inc., a developmental stage company, is engaged in
the development, acquisition, marketing and manufacturing of medical diagnostic
products, saliva diagnostic products, biologic products for blood banking, bulk
pharmaceuticals, specialty chemicals and agricultural chemicals.
Simplex has applied for patents to acquire rights to certain technologies
and inventions for non-invasive diagnostic products, specifically devices for
detection of human immunodeficiency virus (HIV), hepatitis B and other diseases.
Simplex believes that the non-invasive collection and analysis of biological
fluids, specifically, the device for collection of saliva is expected to replace
many test regimes for diagnostic products that are presently in use.
The closing of this transaction is subject to the execution of a definitive
agreement which will contain various representations and warranties of each
party and which will be subject to the approval of the directors of each
company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit 10 Letter of Intent dated February 20, 1997 between
Music Tones Ltd. and Simplex Medical Systems
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MUSIC TONES LTD.
Dated: February 20, 1997 By /s/ Daniel C. Steinberg
Daniel C. Steinberg, President
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