SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2003
MW MEDICAL, INC.
---------------------------
(Exact name of registrant as specified in its charter)
NEVADA 001-14297 86-0907471
- ------------ ------------- ---------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
6929 E. Cheney
Paradise Valley, Arizona 85253
- ------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (480) 941-3875
--------------
None
- ---------------------------- ----------
(Former name or former address, (Zip Code)
if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 15, 2003, the Company entered into a settlement agreement with its
President and director, Jan Wallace, with regard to its outstanding debt to Ms.
Wallace in the amount of principal and interest of $1,272,672.30. Under this
agreement the Company transferred to Ms. Wallace its patents, trademarks and
other intellectual property, its inventory, equipment and other property as
represented on its books in exchange for a reduction in the amount of the debt
due Wallace of $326,897 (the book value of the transferred assets deemed to be
the fair market value).
At the same time, the Company issued out a new note to Ms. Wallace in the amount
of the difference, $945,775.30 (the "Note"). In the transaction, Ms. Wallace
granted a further ninety day extension to June 15, 2003 on the amount due, and
agreed to provide further funding to the Company, as needed, during this period
in an amount not to exceed $50,000. The Note reflected interest at a rate of 10%
per annum and is due and payable on June 15, 2003.
The note and agreement further provided that:
1. The remaining principal and interest due was secured along with all
previous loans by a security interest in all of the remaining and future
assets of the Company, now owned or hereafter acquired.
2. The agreement and the Note were assignable by Wallace.
3. Wallace retained the right to convert all or any portion of the Note or
amounts loaned under this loan agreement to equity at the same price as was
available to those investors participating in any private placement that is
offered by the Company during the term of the Note. In the event that no
private placement of common stock is offered during the term of the Note,
MW further granted Wallace the right to convert the Note into common stock
at 50% of the then existing market price of the stock or $0.20 per share,
whichever is lower.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
On March 15, 2003, the Company entered into a settlement agreement with its CEO
and CFO, Jan Wallace and Grace Sim for the payment of all unpaid wages through
March 15, 2003.
Under this agreement, the Company issued a promissory note to Ms. Wallace and
Ms. Sim in the amount of $248,325 for Ms. Wallace and $94,328.50 for Ms. Sim.
These notes reflected interest at a rate of 10% per annum and are due on June
15, 2003. They are also convertible into common stock of the Company in the
same manner as provided in the Note described in Item 2 above.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
None
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: None
(b) Exhibits:
1. Loan Agreement and Assignment of Assets with Jan Wallace
2. Promissory Note issued to Jan Wallace for past wages
3. Promissory Note issued to Grace Sim for past wages
ITEM 8. CHANGE IN FISCAL YEAR
None
ITEM 9: REGULATION FD DISCLOSURE
None
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.
MW MEDICAL, INC.
/s/ Jan Wallace
- ----------------------------------------------------
Jan Wallace, President and Chief Executive Officer
Date: March 23, 2003
---------------------