XCRP / Xcorporeal, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

10-K 1 v21909610k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number 001-33874* XCORPOREAL,

NYSE AMEX LLC DETERMINATION AND NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Attachment to Form 25 April 23, 2010

NYSE Alternext US LLC NYSE AMEX LLC DETERMINATION AND NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Attachment to Form 25 April 23, 2010 NYSE Amex LLC (the “Exchange” or “NYSE Amex”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(b) promulgated thereunder by the Securities and Exchange Commission (the “Commission”), has determined to strike from listing and registration on the Exchange, the following: Xcorporeal, Inc.

OMB APPROVAL

15-12G 1 v17862515-12g.htm OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1.50 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) O

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.2) 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 17, 2010 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Com

March 26, 2010

Exhibit 16.1 March 26, 2010 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K Amendment No. 2 for the event that occurred on March 17, 2010, to be filed by our former client, Xcorporeal, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT

Exhibit 10.1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This Amendment No. 2 to Asset Purchase Agreement (the “Amendment”) is made and executed this 19th day of March, 2010 by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Xcorporeal (“Operations”), National Quality Care, Inc., a Delaware corp

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES 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 19, 2010 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

PLAN OF LIQUIDATION AND DISSOLUTION OF XCORPOREAL OPERATIONS, INC.

Exhibit 2.1 PLAN OF LIQUIDATION AND DISSOLUTION OF XCORPOREAL OPERATIONS, INC. This Plan of Liquidation and Dissolution (the “Plan”) is intended to accomplish the dissolution and liquidation of Xcorporeal Operations, Inc., a Delaware corporation (the “Company”), in accordance with Section 275 and other applicable provisions of the General Corporation Law of the State of Delaware (“DGCL”). 1. Appro

ASSIGNMENT AND ASSUMPTION OF LIABILITIES AND ASSETS AGREEMENT

Exhibit 10.3 ASSIGNMENT AND ASSUMPTION OF LIABILITIES AND ASSETS AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LIABILITIES AND ASSETS AGREEMENT (this “Assignment and Assumption Agreement”) is made and entered into as of March 25, 2010, by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Xcorporeal

LIQUIDATING TRUST AGREEMENT

Exhibit 10.2 LIQUIDATING TRUST AGREEMENT AGREEMENT AND DECLARATION OF TRUST, dated as of March 25, 2010, by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Operations”, and together with Xcorporeal, the “Company”), and XCRLT, LLC a Delaware limited liability company (the “Trustee”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) 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, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) 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, 2010 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Com

March 23, 2010

March 23, 2010 BY EDGAR AND BY EXPRESS MAIL David Burton Staff Accountant U.S. Securities and Exchange Commission Mail Stop 3030 100 F Street, NE Washington, DC 20549 Re: Xcorporeal, Inc. Item 4.01 Form 8-K Filed March 19, 2010 File No. 1-33874 Dear Mr. Burton: This letter is submitted on behalf of our client, Xcorporeal, Inc. (the “Company”), in response to the comments of the staff (the “Staff”)

March 23, 2010

Exhibit 16.1 March 23, 2010 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K Amendment No.1 for the event that occurred on March 17, 2010, to be filed by our former client, Xcorporeal, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly y

March 19, 2010

Exhibit 16.1 March 19, 2010 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on March 17, 2010, to be filed by our former client, the Xcorporeal, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yours, /s/ B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Termination of a Material Definitive Agreement, Changes in Registrant's Certifying Accountant

UNITED STATES 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, 2010 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

DEF 14A 1 v174214def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: o Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Onl

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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): February 8, 2010 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Numb

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

Exhibit 2.1 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 to Asset Purchase Agreement (the “Amendment”) is made and executed this 8th day of February, 2010 by and among Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”), Xcorporeal Operations, Inc., a Delaware corporation and a wholly owned subsidiary of Xcorporeal (“Operations”), National Quality Care, Inc., a Delaware cor

AMENDMENT NO. 1 TO AGREEMENT

Exhibit 10.1 AMENDMENT NO. 1 TO AGREEMENT This Amendment No. 1 to Agreement (the “Amendment”) is made and executed this 11th day of February, 2010 by and between Fresenius USA, Inc., a Massachusetts corporation (“FUSA”), and Xcorporeal, Inc., a Delaware corporation (“Xcorporeal”). Reference is made to that certain Asset Purchase Agreement dated as of December 14, 2009, by and among FUSA, Xcorporea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

XCORPOREAL ANNOUNCES SIGNING AGREEMENT FOR THE SALE OF SUBSTANTIALLY ALL OF ITS ASSETS

XCORPOREAL ANNOUNCES SIGNING AGREEMENT FOR THE SALE OF SUBSTANTIALLY ALL OF ITS ASSETS LOS ANGELES-(BUSINESS WIRE)—December 18, 2009-Xcorporeal, Inc.

[Remainder of Page Intentionally Left Blank]

AGREEMENT This AGREEMENT (the “Agreement”), dated as of December 14, 2009 (the “Effective Date”), is by and between Fresenius USA, Inc.

SHAREHOLDER VOTING AGREEMENT

SHAREHOLDER VOTING AGREEMENT This SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of December 14, 2009, by and among Fresenius USA, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES 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): December 14, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Num

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made and executed this 14th day of December, 2009 by and among Xcorporeal, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 Or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33874 XCORPOREAL, INC. (Exact name

XCORPOREAL, INC.

Exhibit 99.1 XCORPOREAL, INC. Reports that its Common Stock Is Now Trading on Pink Sheets under Symbol “XCRP” as a Result of Being Delisted From NYSE Amex LOS ANGELES-(BUSINESS WIRE)-Xcorporeal, Inc. (Pink Sheets: XCRP - News) (the “Company” or “Xcorporeal”) announced that, effective as of today, the Company’s common stock commenced trading on the Pink Sheets Electronic OTC Market, an inter-dealer

Financial Statements and Exhibits, Other Events

UNITED STATES 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): September 4, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Num

XCORPOREAL, INC.

Exhibit 99.1 XCORPOREAL, INC. Reports on receiving a notice from NYSE Amex LLC of its intent to initiate delisting proceedings LOS ANGELES-(BUSINESS WIRE)—August 26, 2009-Xcorporeal, Inc. (NYSE Amex: XCR) (the “Company” or “Xcorporeal”) announced today that, on August 20, 2009, the Company received notice from the staff of the NYSE Amex LLC (formerly American Stock Exchange, the “Exchange”) indica

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES 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): August 20, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Numbe

JUDICIAL ARBITRATION AND MEDIATION SERVICE (“JAMS”) LOS ANGELES OFFICE

BRYAN CAVE LLP William I. Chertok, California Bar No. 30847 Christopher L. Dueringer, California Bar No. 173746 Rosario L. Vizzie, California Bar No. 220889 120 Broadway, Suite 300 Santa Monica, California 90401-2386 Telephone: (310) 576-2100 Facsimile: (310) 576-2200 Attorneys For Respondent, Counterclaimant and Third Party Respondent NATIONAL QUALITY CARE, INC. JUDICIAL ARBITRATION AND MEDIATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 Or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33874 XCORPOREAL, INC. (Exact name of sm

BINDING MEMORANDUM OF UNDERSTANDING

BINDING MEMORANDUM OF UNDERSTANDING THIS BINDING MEMORANDUM OF UNDERSTANDING (this “Memorandum”) is made and entered into as of August 7, 2009 (the “Effective Date”) by and between National Quality Care, Inc.

XCORPOREAL, INC.

EX-99.1 2 v150541ex99-1.htm Exhibit 99.1 XCORPOREAL, INC. Reports on failure to meet listing standards of NYSE Amex LLC LOS ANGELES-(BUSINESS WIRE)—May 21, 2009-Xcorporeal, Inc. (NYSE Amex: XCR) (the “Company” or “Xcorporeal”) announced today that on May 15, 2009, the Company received notice from the staff of the NYSE Amex LLC (formerly American Stock Exchange, the “Exchange”) indicating that the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES 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): May 15, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 Or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33874 XCORPOREAL, INC. (Exact name of s

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): April 13, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

JAMS ARBITRATION NUMBER 1210026747

JAMS ARBITRATION NUMBER 1210026747 XCORPOREAL, INC., Claimant, And NATIONAL QUALITY CARE, INC., Respondent. NATIONAL QUALITY CARE, INC., Counter Claimant, And XCORPOREAL, INC., TERREN PEIZER. VICTOR GURA, Counter Respondents. VICTOR GURA, Third Party Claimant, And NATIONAL QUALITY CARE, INC., Third Party Respondent. PARTIAL FINAL AWARD (April 13, 2009) Introduction. This arbitration presents for r

68

Exhibit 21.1 Subsidiaries of Xcorporeal, Inc. Xcorporeal Operations, Inc. — Delaware 68

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or o 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 001-33874 Xcorporeal, Inc.

Financial Statements and Exhibits

UNITED STATES 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 16, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

Xcorporeal, Inc. Streamlines Operations

Xcorporeal, Inc. Streamlines Operations Company Reduces Operating Expenses by $3.5 Million Annually; Explores Strategic Alternatives LOS ANGELES-(BUSINESS WIRE)—March 16, 2009-Xcorporeal, Inc. (NYSE Amex:XCR) announced today that, as a result of general economic conditions and a deterioration in its liquidity position, it has streamlined its operations through a series of initiatives designed to r

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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 6, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

JAMS ARBITRATION NUMBER 1210026747

JAMS ARBITRATION NUMBER 1210026747 XCORPOREAL, INC., Claimant, And NATIONAL QUALITY CARE, INC., Respondent. NATIONAL QUALITY CARE, INC., Counter Claimant, And XCORPOREAL, INC., TERREN PEIZER. VICTOR GURA, Counter Respondents. VICTOR GURA, Third Party Claimant, And NATIONAL QUALITY CARE, INC., Third Party Respondent. AMENDED ORDER RE INTERIM RELIEF ETC. (January 30, 2009) National moved for an orde

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): January 30, 2009 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 p TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-33874 XCORPOREAL, INC. (Exact name of

EX-10.1

ex10-1.htm - Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant þ Filed by a Party other than the Registra

PRER14A 1 v130396prer14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitte

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Regulation FD Disclosure

UNITED STATES 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): October 2, 2008 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Numbe

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of , 2008, by and between Xcorporeal, Inc.

Xcorporeal, Inc. Appoints Kelly J. McCrann as Chairman and Chief Executive Officer

Xcorporeal, Inc. Appoints Kelly J. McCrann as Chairman and Chief Executive Officer LOS ANGELES-(BUSINESS WIRE)-Xcorporeal, Inc. (AMEX:XCR) announced today that Kelly J. McCrann has been appointed Chairman and Chief Executive Officer. Mr. McCrann has served as a member of the Company’s Board of Directors since October 2007. Mr. McCrann replaces Daniel S. Goldberger who has been the Company’s acting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A Amendment No. 2 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 p TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A Amendment No. 2 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 p TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-31608 XCORPOREAL, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant þ Filed by a Party other than the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008 p TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-31608 XCORPOREAL, INC. (Exact name of small

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A Amendment No. 1 x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007 p TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-31608 XCORPOREAL, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 p TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-31608 XCORPOREAL, INC. (

UNITED STATES 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): June 30, 2008 XCORPOREAL, INC. (E

UNITED STATES 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): June 30, 2008 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2008 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Commis

LICENSE AGREEMENT

EXHIBIT 10.1 LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into as of September 1, 2006, by and between National Quality Care, Inc., a Delaware corporation (“Licensor”), and Xcorporeal, Inc. (“Licensee”) (each, a “Party;” collectively, the “Parties”). The Parties hereby agree as follows: 1. Defined Terms. For purposes of this Agreement, the following definitions will apply: “Af

MERGER AGREEMENT

EXHIBIT 2.1 MERGER AGREEMENT This Merger Agreement (“Agreement”) is entered into as of September 1, 2006, by and among Xcorporeal, Inc. (“Shell”), NQCI Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned Subsidiary of Shell (“Merger Subsidiary”), and National Quality Care, Inc., a Delaware corporation (“Company”), (each a “Party” and collectively the “Parties”). RECITA

Regulation FD Disclosure

UNITED STATES 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): June 9, 2008 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 Commission file number 001-31608 X

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 Commission file number 001-31608 XCORPOREAL, INC. (Exact name of small business issuer as specified in its charter) Delaware 75-2242792 (State or other jurisdiction of incorporation or

3,670,189 Shares Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-149971 3,670,189 Shares Common Stock This prospectus relates to the offer for resale, from time to time, by the selling stockholders named in this prospectus of up to an aggregate of 3,670,189 shares of our common stock. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorpor

As filed with the Securities and Exchange Commission on April 11, 2008

As filed with the Securities and Exchange Commission on April 11, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 XCORPOREAL, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 XCORPOREAL, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98400P104 (CUSIP Number) John C. Kirkland, Esq. DREIER STEIN KAHAN BROWNE WOODS GEORGE LLP The Water Garden 1620 26th Street, 6th Floor, North Tower Santa M

As filed with the Securities and Exchange Commission on March 28, 2008

As filed with the Securities and Exchange Commission on March 28, 2008 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 001-31608 XCORPOREAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 Commission file number 001-31608 XCORPOREAL, INC. (Name of small business issuer in its charter) Delaware 75-2242792 (State or other jurisdiction of incorporation or organization) (I.R.S. Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 XCORPOREAL, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) (CUSIP Number) John C. Kir

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 XCORPOREAL, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 98400P104 (CUSIP Number) John C. Kirkland, Esq. DREIER STEIN KAHAN BROWNE WOODS GEORGE LLP 1620 26th Street, 6th Floor, North Tower Santa Monica, CA 90404 (424) 202-6050 (Name,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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): February 8, 2008 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES 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): January 24, 2008 XCORPOREAL, INC.

UNITED STATES 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): January 24, 2008 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-33874 75-2242792 (State or other jurisdiction of incorporation) (Commission File Numb

EX-10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XCORPOREAL, INC. (Exact name of registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 XCORPOREAL, INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation or Organization) 75-2242792 (I.R.S. Employer Identification No.) 11150 Santa Monica Boulevar

Xcorporeal, Inc. (formerly CT Holdings Enterprises, Inc.) 2007 Incentive Compensation Plan Xcorporeal, Inc. 2007 Incentive Compensation Plan

Exhibit 10.2 Xcorporeal, Inc. (formerly CT Holdings Enterprises, Inc.) 2007 Incentive Compensation Plan Xcorporeal, Inc. 2007 Incentive Compensation Plan 1. Purpose. The purpose of this Plan is to assist the Company and its Related Entities in attracting, motivating, retaining and rewarding high-quality Employees, officers, Directors and Consultants by enabling such persons to acquire or increase

LICENSE AGREEMENT

EXHIBIT 10.3 LICENSE AGREEMENT This License Agreement (“Agreement”) is entered into as of September 1, 2006, by and between National Quality Care, Inc., a Delaware corporation (“Licensor”), and Xcorporeal, Inc. (“Licensee”) (each, a “Party;” collectively, the “Parties”). The Parties hereby agree as follows: 1. Defined Terms. For purposes of this Agreement, the following definitions will apply: “Af

CODE OF ETHICS

Exhibit 14.1 XCORPOREAL, INC. CODE OF ETHICS Xcorporeal, Inc. (the “Company”) has created this Code of Ethics to govern the conduct of all of the Company’s directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, and persons performing similar functions (the “Senior Financial Officers”) in the performance of their duti

AMENDED AND RESTATED XCORPOREAL, INC. a Delaware Corporation Table of Contents

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS of XCORPOREAL, INC. a Delaware Corporation Table of Contents Article 1 Offices 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article 2 Stockholders’ Meetings 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 2 Section 2.3 Special Meetings 2 Section 2.4 Notice of Meetings 2 Section 2.5 Quorum and Voting 3 Section 2.6 Voting Rights

INDEMNIFICATION AGREEMENT

EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is entered into as of by and between Xcorporeal, Inc. (“Company”), and (“Indemnitee”). RECITALS A. It is important to the Company to attract and retain as directors the most capable persons reasonably available. B. Indemnitee is becoming a director of the Company. C. Both the Company and Indemnitee recognize the in

EX-4.1

Exhibit 4.1

EMPLOYMENT AGREEMENT

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of August 10, 2007, between Xcorporeal, Inc., a Delaware corporation (“Company”), and Robert Weinstein, an individual (“Executive”). Recitals A. The Company is engaged in the business of developing and marketing Hospital Artificial Kidney (HAK), Wearable Artificial Kidney (WAK), Hospital Ultrafiltration De

Exhibit 10.7 EXECUTIVE CHAIRMAN AGREEMENT

Exhibit 10.7 EXECUTIVE CHAIRMAN AGREEMENT This Executive Chairman Agreement (“Agreement”) is made and entered into on August 10, 2007, for services commencing as of July 1, 2007 (“Commencement Date”), by and between Xcorporeal, Inc., a Delaware corporation (“Company”), and Terren S. Peizer, an individual (“Chairman”). 1. Term. The initial term of this Agreement shall begin on the Commencement Date

CONTRIBUTION AGREEMENT

Exhibit 10.4 CONTRIBUTION AGREEMENT This Contribution Agreement (this “Agreement”) is entered into as of August , 2006 (the “Contribution Date”) by and among Pacific Spirit Inc., a Nevada corporation (the “Company”), Summit Trading Limited, a Bahamian corporation (“Summit”), and Consolidated National, LLC, a California limited liability Company (“CNL”) (each, a “Party” and collectively, the “Parti

EX-10.10

Exhibit 10.10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 Commission file number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 Commission file number 001-31608 XCORPOREAL, INC. (Exact name of small business issuer as specified in its charter) Delaware 75-2242792 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Xcorporeal, Inc. Xcorporeal, Inc. 11150 Santa Monica Blvd., Suite 340 Los Angeles, C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

INNOVATION, PROPRIETARY INFORMATION AND CONFIDENTIALITY AGREEMENT

Exhibit 10.6 INNOVATION, PROPRIETARY INFORMATION AND CONFIDENTIALITY AGREEMENT As a condition of becoming employed or retained as a consultant by Xcorporeal, Inc., a Delaware corporation (together with any of its current or future affiliates, successors or assigns, collectively, the “Company”), and in consideration of my employment or consulting relationship with the Company and my receipt of the

EX-10.9

Exhibit 10.9

CERTIFICATE OF INCORPORATION CT HOLDINGS ENTERPRISES, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CT HOLDINGS ENTERPRISES, INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify in accordance with §245 of the General Corporation Law of Delaware: That the original name of the corporation was Apollo Resources, Inc. and the original Certificate of I

MERGER AGREEMENT

Exhibit 2.1 MERGER AGREEMENT This Merger Agreement (“Agreement”) is entered into as of August 10, 2007, by and among CT Holdings Enterprises, Inc., a Delaware corporation (“CTHE”), XC Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CTHE (“Merger Sub”), and Xcorporeal, Inc., a Delaware corporation (“Company”) (each a “Party” and collectively the “Parti

EMPLOYMENT AGREEMENT

Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 30, 2006, by and between Xcorporeal, Inc., a Delaware corporation (“Company”), and Victor Gura, M.D. (“Executive”). RECITALS A. WHEREAS, Executive has experience and expertise applicable to employment with Company to perform as the Chief Medical and Scientific Officer of Company, Compa

EX-99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): November 7, 2007 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2007 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Commission File Numb

[KBA GROUP LLP LETTERHEAD]

[KBA GROUP LLP LETTERHEAD] October 12, 2007 Securities and Exchange Commission 100 F Street, N.

CERTIFICATE OF MERGER XC ACQUISITION CORPORATION with and into XCORPOREAL, INC.

CERTIFICATE OF MERGER of XC ACQUISITION CORPORATION with and into XCORPOREAL, INC.

EX-4.1

AMENDED AND RESTATED XCORPOREAL, INC. a Delaware Corporation

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS of XCORPOREAL, INC. a Delaware Corporation Table of Contents Article 1 Offices 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 Article 2 Stockholders’ Meetings 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 2 Section 2.3 Special Meetings 2 Section 2.4 Notice of Meetings 2 Section 2.5 Quorum and Voting 3 Section 2.6 Voting Rights

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION XCORPOREAL, INC.

EX-3.4 5 v090019ex3-4.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XCORPOREAL, INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify in accordance with §245 of the Delaware General Corporation Law: the original name of the Corporation was Xcorporeal Merger Corporation and the original Certificate of I

Completion of Acquisition or Disposition of Assets, Changes in Registrant's Certifying Accountant, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): October 12, 2007 XCORPOREAL, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Commission File Number

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CT HOLDINGS ENTERPRISES, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CT HOLDINGS ENTERPRISES, INC.

XCORPOREAL, INC. CODE OF ETHICS

XCORPOREAL, INC. CODE OF ETHICS Xcorporeal, Inc. (the “Company”) has created this Code of Ethics to govern the conduct of all of the Company’s directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, and persons performing similar functions (the “Senior Financial Officers”) in the performance of their duties and respon

Xcorporeal, Inc. Closes Merger with CT Holdings Enterprises, Inc. and Begins Trading

Xcorporeal, Inc. Closes Merger with CT Holdings Enterprises, Inc. and Begins Trading LOS ANGELES—October 15, 2007 — Xcorporeal, Inc. (OTCBB: XCPL) today announced that it has completed its merger with CT Holdings Enterprises, Inc. (OTCBB: CTHE), under which XCorporeal, Inc. has emerged as the surviving entity. Xcorporeal now trades under the symbol XCPL on the Over-the-Counter Bulletin Board. Abou

Chairman’s letter

EX-99.2 15 v090019ex99-2.htm Chairman’s letter Dear Shareholders: We at Xcorporeal, Inc (the “Company”) are building an exciting new company that will commercialize extra-corporeal medical devices that can replace the function of failing or failed human organs. Our innovative proprietary platform has been adapted to solve health issues related to kidney and heart failure. Xcorporeal’s technology m

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): September 25, 2007 CT HOLDINGS ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Com

EX-99.1

Xcorporeal to Present at The UBS 2007 Global Life Sciences Conference in New York City on September 25th

Xcorporeal to Present at The UBS 2007 Global Life Sciences Conference in New York City on September 25th LOS ANGELES—Sept.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): September 24, 2007 CT HOLDINGS ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of incorporation) (Com

NOTICE OF ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Summary Term Sheet for the Merger XCORPOREAL, INC. TABLE OF CONTENTS Questions and Answers about the Merger CAUTIONARY STATEMENT REGAR

424B3 1 v088187-424b3.htm Filed Pursuant to Rule 424b(3) Registration No. 333-145856 NOTICE OF ACTION BY WRITTEN CONSENT WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. To the Stockholders of Xcorporeal, Inc. and CT Holdings Enterprises, Inc.: This information statement and prospectus (referred to hereinafter as the information statement) is furnished to the stockho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CT HOLDINGS ENTERPRISES, INC. CT Holdings Enterprises, Inc. 2100 McKinney Avenue, Suite 1500 D

As filed with the Securities and Exchange Commission on September 14, 2007 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CT HOLDINGS ENTERPRISES, INC. CT Holdings Enterprises, Inc. 2100 McKinney Avenue, Suite 1500 Dallas, Texas 75201

As filed with the Securities and Exchange Commission on September 4, 2007 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (AMENDMENT NO. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (AMENDMENT NO. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (AMENDMENT NO. 2) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES 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): August 13, 2007 CT HOLDINGS ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-18718 (Commission File N

XCORPOREAL, INC. AND CT HOLDINGS ENTERPRISES, INC. EXECUTE DEFINITIVE MERGER AGREEMENT Promising Medical Device Company Commences Trading

exv99w1 Exhibit 99.1 XCORPOREAL, INC. AND CT HOLDINGS ENTERPRISES, INC. EXECUTE DEFINITIVE MERGER AGREEMENT Promising Medical Device Company Commences Trading Los Angeles — August 13, 2007 — Xcorporeal, Inc. and CT Holdings Enterprises, Inc. (OTCBB:CTHE) today announced that they have executed a definitive merger agreement with respect to a reverse triangular merger between Xcorporeal and CT Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (AMENDMENT NO.___)

Table of Contents OMB APPROVAL OMB Number: 3235-0059 Expires: May 31, 2009 Estimated average burden hours per response .

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

Table of Contents UNITED STATES 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): August 10, 2007 CT HOLDINGS ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Delaware 0-18718 75-2242792 (State or other jurisdiction of inco

EXHIBIT 3.2

EX-3.2 4 v32944exv3w2.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF XCORPOREAL, INC. Xcorporeal, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Xcorporeal, Inc. The original Certificate of Incorporation of the Corporation

EXHIBIT 2.1

exv2w1 Exhibit 2.1 MERGER AGREEMENT This Merger Agreement (“Agreement”) is entered into as of August 10, 2007, by and among CT Holdings Enterprises, Inc., a Delaware corporation (“CTHE”), XC Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CTHE (“Merger Sub”), and Xcorporeal, Inc., a Delaware corporation (“Company”) (each a “Party” and collectively the

EXHIBIT 3.3

exv3w3 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CT HOLDINGS ENTERPRISES, INC. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: That at a meeting of the board of directors of CT Holdings Enterprises, Inc., resolutions were duly adopted setting forth an Amended and Restated Certificate of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-18718 CT HOLDINGS ENTERPRISES, INC. (EXACT NAME OF REGISTRANT AS

EXHIBIT 10.1

EX-10.1 6 v32944exv10w1.htm EXHIBIT 10.1 Exhibit 10.1 Xcorporeal, Inc. (formerly CT Holdings Enterprises, Inc.) 2007 Incentive Compensation Plan Xcorporeal, Inc. 2007 Incentive Compensation Plan 1. Purpose. The purpose of this Plan is to assist the Company and its Related Entities in attracting, motivating, retaining and rewarding high-quality Employees, officers, Directors and Consultants by enab

EXHIBIT 3.1

exv3w1 Exhibit 3.1 CERTIFICATE OF OWNERSHIP MERGING XC ACQUISITION CORPORATION INTO XCORPOREAL, INC. XCORPOREAL, INC., a corporation organized under the laws of the State of Delaware DOES HEREBY CERTIFY: 1. Xcorporeal, Inc. is a corporation organized under the laws of the State of Delaware (the “Corporation”), which laws permit a merger of a corporation of that jurisdiction with a corporation of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007  TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-18718 CT HOLDINGS ENTERPRISES, INC. (EXACT NAME OF REGISTRANT A

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-18718 CUSIP NUMBER | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR | | Form N-CSR For the period ended: September 30, 2006 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-18718 CUSIP NUMBER | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR | | Form N-CSR For the period ended: June 30, 2006 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-18718 CUSIP NUMBER | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR | | Form N-CSR For the period ended: March 31, 2006 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 0-18718 CUSIP NUMBER |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR | | Form N-CSR For the period ended: December 31, 2005 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-18718 CUSIP NUMBER | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR | | Form N-CSR For the period ended: September 30, 2005 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR For the period ended: December 31, 2004 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR For the period ended: June 30, 2004 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR For the period ended: December 31, 2003 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER | | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR For the period ended: June 30, 2003 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form NSAR For the transition period ended: Read attached Instruction Sheet Before Preparing Form.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

6. Relationship of Reporting Person(s) to Issuer

Form 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

6. Relationship of Reporting Person(s) to Issuer

Form 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL STATEMENT OF CHANGES BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 [ ] Check box if no longer subject to Section 16.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

(a) The reasons described in detail in Part III of this form could not be eliminated without unreasonable effort or expense;

SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No.

FORM 10Q (QE 9-30-2000)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000 [] 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: 0-08718 CT HO