10KSB/A 1 tc10ksba_2004.htm 10-KSB/A SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-KSB/A

ANNUAL REPORT PERSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File No. 0-14696

TenderCare International, Inc.
(Exact Name of Registrant and Specified in its Charter)

Colorado

 

84-0898302

(State of Incorporation)

 

(I.R.S. Employer Identification Number)

675 Industrial Blvd
Delta, CO 81416
(Address of Principal Office)

(970) 874-7536
(Registrant's Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 Par value

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 3 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the Registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days.

[X]  Yes  [   ]  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB/A or any amendment to this Form 10-KSB/A. [   ]

The Company's revenues from continuing operations for the fiscal year ended December 31, 2004 totaled $3,184,003.

As of March 30, 2005 the aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the last quoted price at which such stock was sold on such date as reported by the OTC Bulletin Board, was $1,882,608.

 

There were 7,530,432 shares of the Registrant stock $.01 par value common stock outstanding as of March 30, 2005.


 

TenderCare International, Inc.

Table of Contents

       

PAGE

 

PART I

 

 Item 1.

Description of Business

 

3

 

 Item 2.

Description of Properties

 

4

 

 Item 3.

Legal Proceedings

 

4

 

 Item 4.

Submission of Matters to a Vote of Security Holders

 

5

 
 

PART II

 

 Item 5.

Market for the Registrant's Common Equity

 

5

 

and Related Stockholder Matters

 
 

 Item 6.

Management's Discussion and Analysis

 

6

 

 Item 7.

Financial Statements

 

7

 

 Item 8.

Changes in and Disagreements with Accountants on Accounting

 
 

Financial Disclosure

 

7

 
 

PART III

 

 Item 9.

Directors and Executive Officers of the Registrant

 

8

 

 Item 10.

Executive Compensation

 

9

 

 Item 11.

Security Ownership of Certain Beneficial Owners

 

9

 

and Management

 
 

 Item 12.

Certain Relationships and Related Party Transactions

 

10

 

 Item 13.

Exhibits, Financial Statement Schedules & Reports on Form 8-K

 

10

 

 Item 14.

Controls and Procedures

 

11

 

 Item 15.

Principal Accountant Fees and Services

   

11

 

SIGNATURES

 

12

 

SECTION 302 CERTIFICATION

 

13

 

SECTION 906 CERTIFICATION

 

14

 
2
 

Part I

Item 1.          DESCRIPTION OF BUSINESS

                   General

TenderCare International, Inc. (the "Company" or "TenderCare"), was incorporated under the laws of the State of Colorado on December 28, 1982, and is in the business of marketing, distributing and selling disposable baby diapers, natural formula wipes and related products under its own branded labels.

On November 4, 2003, at the annual meeting held in Delta, CO, the shareholders of RMED International, Inc. voted to change the corporate name of the Company to TenderCare International, Inc. The new NASDAQ trading symbol is TCAR.

                   Business Strategy

The Company markets and sells disposable baby diapers, natural formula wipes and related products through health product stores, mail order catalogues, Tushies Baby Care representatives at 1-800-344-6379, the Internet at tushies.com, tendercarediapers.com, drugstore.com, our representative in the UK greenbabyco.com and in an ongoing direct marketing relationship with Earth's Best Baby Food, a division of Hain Food Group. Earth's Best Baby Food is the largest certified organic baby food manufacturer in the United States and shares in joint promotional activities with the Company.

TenderCareDiapers Plus (patent pending) - Convenience Packs, the only 100% Totally Chlorine-Free WHITE Soft Super Absorbent Disposable Diaper was released to the public in January 2004 along with the Company's new FLUSHABLE Natural Formula TenderCare Wipes. Jumbo Packs of TenderCareDiapers Plus were added to the product line in February 2005. A new warehouse and central distribution center in Eau Claire, WI opened in February 2004

                   Product Description

The Company currently distributes the following products, all made in the USA:

Tushies® (website-tushies.com) - Is the only GEL-FREE alternative disposable diaper with real cotton and non-chlorine bleached woodpulp absorbency blend, cloth-like cover; available in four sizes and is made without artificial chemical absorbents.

TushiesWipes - Is a natural formula wipe - hypoallergenic, alcohol-free with aloe vera in unscented and lightly scented 80-count tubs and 80-count refills.