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 Event Requiring Report: May 10, 2001
THERMALTEC INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-30734 11-3255619
(State of Incorporation) (Commission File Number) (IRS Employer
Identification #)
76 North Broadway, Hicksville, New York 11501
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(Address of Principal Executive Offices)
516.931.5700
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(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On May 16, 2001, the Company filed a Certificate of Amendment with the
Secretary of State of the State of Delaware amending the name of the Registrant
to "TTI HOLDINGS, INC." This action was approved by the Board of Directors and a
majority of shares entitled to vote.
On May 10, 2001, the Company purchased Senior Healthcare, Inc. located
at 301 West York Street, Savannah, Georgia 31401 providing Comprehensive
Outpatient Rehabilitation (CORF) services throughout the state of Georgia. The
company purchased Diversified Diagnostics, LLC., located at 9951 Atlantic
Avenue, Suite 316, Jacksonville, Florida 32225, on the same date. Diversified
Diagnostics is a diagnostic company providing patient diagnostic services
nationwide. The purchase price for the acquisitions was stock of the Company in
the amount equal to $1,100,000 for Senior Healthcare, and $1,000,000 for
Diversified Diagnostics. The exact number of final shares to be issued to the
shareholder(s) of each entity is to be determined using a formula. The formula
to determine the share price used in calculating the number of shares issued to
the shareholder(s) of the acquired companies considers:
Three applicable periods relative to the value of the Company's stock
The 30-day period prior to the acquisition;
The 30-day period from the acquisition (inclusive of acquisition day); and
A 31 to 60 day period from acquisition (inclusive of acquisition date)
The average high ask price and the low bid price are averaged for each
period as set forth above. In no event shall the Average Price be below $4.00 or
above $15.00. The two lowest Average Prices for the three periods are then
averaged to determine the share price placed at the time of acquisition.
The Medicare/senior citizen age group (65 and older) is the largest and
fastest growing segment of the population. Currently there are 38 million people
enrolled in Medicare. Each day, another 10,000 people are added to the program.
The Medicare Conditions of Participation define a CORF as a
"nonresidential facility that is established and operated exclusively for the
purpose of providing diagnostic, therapeutic and restorative services to
outpatients for the rehabilitation of injured, disabled or sick persons at a
single fixed location, by or under the supervision of a physician."
CORF's are not new, they have existed since 1981 as a not-for-profit
Medicare Part "A" provider. Congress developed CORF so that outpatient providers
would have many of the same opportunities as acute care facilities, such as
hospitals and nursing homes, in providing care to Medicare patients. Prior to
January 1, 1999, a CORF was paid on the basis of allowable cost, less the Part
"B" Medicare deductible and co-insurance. Starting in 1999, CORF's are allowed
to make a profit. The Medicare Program is divided into Part "A" and Part "B"
providers. Part "A" providers include: full service facilities, hospitals,
nursing facilities, CORF and home health care agencies.
Services now available to eligible Medicare patients through a CORF
include, but are not limited to:
Physician services
Physical therapy
Occupational therapy
Speech therapy
Respiratory therapy
Prosthetic and orthodontic devices
Social and psychological services
Nursing care
Sleep labs
Cardiac therapy
Drugs and biologicals that cannot be self-administered
Appliances and equipment which are medically necessary and ordinarily
furnished by rehabilitation facilities
Each CORF primary license site, based on a patient's medical necessity,
can provide all of the above listed and other approved services. However, each
off-site facility can only provide medically necessary physical, occupational
and speech therapies. By expanding the services that Medicare will pay for, CORF
certification can assist an out patient rehabilitation provider to develop new
programs that help it operate under Managed Care. Additionally, the strict
license, medical documentation and independent quality assurance requirements in
effect at the acquired CORFs also attracts profitable commercial insurance
business.
The CORF's broad range of services are convenient for an eligible
patient. The access to varied CORF services can be likened to the convenience of
supermarket shopping. Instead of going to separate stores for each specialty
item, the shopper can buy all the products in one location. Likewise, an
eligible patient needing care can obtain physical therapy, occupational therapy,
speech therapy, psychological serves and any of the other services offered at
one location, thus saving the patient time and increasing availability.
Prior to January 1, 1999, a CORF was paid on the basis of allowable
cost less the Part "B" Medicare deductible and co-insurance. Allowable costs
included all items related to the treatment of Medicare patients and could be
broken down as Indirect Costs (those not associated with any particular
treatment, such as rent, telephone, utilities leases, etc.); Direct costs (those
associated directly with a particular treatment, such as employee salaries,
owner compensation and contractor compensation etc.) and Administrative costs
(consulting and management fees, billing and accounting fees, etc.) Prior to
1999, CORF income had to be equal to allowable costs. If income exceeded the
amount of allowable costs, the excess income had to be returned to Medicare.
After January 1, 1999, a CORF was compensated on a fee for service basis (not
based on cost).
Since January 1, 1999, if CORF income exceeded costs, the Part "A"
provider retains the difference. For example, if a provider treats 100 Medicare
patients who have been prescribed Physical therapy and Occupational therapy by a
medical doctor, the total billing for the 100 patients could be $300,000. After
paying the physical therapist, the occupational therapist and any overhead
expenses, the excess, if any, is kept by the CORF. If salaries and overhead were
$200,000, the profit to the CORF would be $100,000. Under the not-for-profit
system previously in place, Medicare would keep this excess amount. Under the
current new system, the CORF owner keeps the excess amount.
The Company intends to continue to acquire CORF's. The Company believes
that the amounts earned by the CORF's will provide a good cash flow to the
Company.
The Company intends to file the appropriate and necessary financial
statements required within the time period set forth in the applicable rules.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS
The Company intends to file the appropriate and necessary financial
statements required within the time period set forth in the applicable rules.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
EXHIBITS
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
By: /s/ Andrew B. Mazzone
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Andrew B. Mazzone
CEO, President
Date: May 16, 2001