-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EhFiB0XUNu26ERbZBsUmVV6p0WCQaaHKhLr+UbgGheBQzUIDlgc3rDgP0EqSXFXX cBhWTIHKO14EtyO6H0V8ZQ== 0001144204-03-001963.txt : 20030423 0001144204-03-001963.hdr.sgml : 20030423 20030423105220 ACCESSION NUMBER: 0001144204-03-001963 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALVERT DENNIS P CENTRAL INDEX KEY: 0001228572 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 23461 S POINTE DRIVE STREET 2: SUITE 200 CITY: LAGUNA HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 9494549011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NUWAY MEDICAL INC CENTRAL INDEX KEY: 0000880242 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 650159115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42063 FILM NUMBER: 03659374 BUSINESS ADDRESS: STREET 1: 23461 SOUTH POINTE DRIVE STREET 2: SUITE 200 CITY: LUGANA, HILLS STATE: CA ZIP: 92653 BUSINESS PHONE: 949-454-9011 MAIL ADDRESS: STREET 1: 23461 SOUTH POINTE DRIVE STREET 2: SUITE 200 CITY: LUGANA, HILLS STATE: CA ZIP: 92653 FORMER COMPANY: FORMER CONFORMED NAME: REPOSSESSION AUCTION INC DATE OF NAME CHANGE: 19940823 FORMER COMPANY: FORMER CONFORMED NAME: LATIN AMERICAN CASINOS INC DATE OF NAME CHANGE: 19960520 FORMER COMPANY: FORMER CONFORMED NAME: NUWAY ENERGY INC DATE OF NAME CHANGE: 20010815 SC 13D 1 doc1.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NUWAY MEDICAL, INC. COMMON STOCK 67071A 10 0 (CUSIP NUMBER) 23461 South Pointe Drive, Suite 200 Laguna Hills, CA 92653 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) April 9, 2003 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13C, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. 1. Names of Reporting Persons. S.S or I.R.S. Identification Nos. of Above Persons (entities only): DENNIS CALVERT. 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a)________________________________________________________________________ (b)________________________________________________________________________ 3. SEC Use Only: --------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO --------------------------------------------------------------------------- 1 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): --------------------------------------------------------------------------- 6. Citizenship or Place of Organization: United States Citizen ---------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 7,782,107 ---------------------------------------------------------------------------- 8. Shared Voting Power: ---------------------------------------------------------------------------- 9. Sole Dispositive Power: 7,782,107 ---------------------------------------------------------------------------- 10. Shared Dispositive Power: ---------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: ---------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ---------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 22.86% ---------------------------------------------------------------------------- 14. Type of Reporting Person: IN ---------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. Nuway Medical, Inc Common Stock, $.00067 par value 23461 South Pointe Drive, Suite 200 Laguna Hills, CA 92653 2 ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Dennis Calvert (b) 23461 S. Pointe Drive, Suite 200, Laguna Hills, CA 92653 (c) President of NuWay Medical, Inc., 23461 S. Pointe Drive, Suite 200, Laguna Hills, CA 92653 (d) None (e) None (f) United States Citizen ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) New Millennium Capital Partners, LLC agreed to accept 600,000 shares of the Issuer pursuant to an agreement between the Issuer and Med Wireless, Inc. for a 15-year licensing agreement. New Millennium Capital Partners, LLC is controlled and owned in part by Dennis Calvert. The 600,000 shares received by New Millennium Capital Partners, LLC was its pro-rata share as a shareholder of Med Wireless, Inc. pursuant to the terms of the license agreement. (b) Shares acquired pursuant to an agreement to purchase a $1,120,000 note held by Summit Ventures, Inc. due and payable by the Company on June 15, 2003. As part of this transaction, New Millennium purchased from shareholders Camden Holding, Inc and Summit Healthcare, Inc. 4,182,107 shares of the Company. New Millennium Capital Partners, LLC is controlled and owned in part by Dennis Calvert. The consideration for this transaction was a $900,000 note payable to the sellers by New Millennium Capital Partners, LLC, $500,000 of which was attributed to The purchase of the subject shares ($0.119 per share). (c) 3,000,000 shares acquired for services as an Officer and Director of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. (a) NEW MILLENNIUM CAPITAL PARTNERS, LLC ACQUISITION OF 600,000 SHARES OF COMMON STOCK OF THE ISSUER: The purpose of this transaction was to enable the Issuer to obtain a 15-year licensing agreement with Med Wireless, Inc. without having to expend operating capital of the Issuer. (b) NEW MILLENNIUM CAPITAL PARTNERS, LLC ACQUISITION OF 4,182,107 SHARES OF COMMON STOCK OF THE ISSUER: The purpose of this transaction was to enable the Issuer purchase a $1,120,000 note held by Summit Ventures, Inc. due and payable by the Issuer on June 15, 2003 without having to expend operating capital of the Issuer. As disclosed in the April 10, 2003 8-k filing by the Issuer, the Issuer elected to convert the $1,120,000 note purchased by New Millennium Capital Partners, LLC into equity in the Issuer. The Issuer has elected to withhold delivery of the shares pursuant to that conversion until it has had ample opportunity to review the facts and circumstances related to the conversion with a Qualifications Panel at The Nasdaq Stock Market, Inc. and has obtained, if necessary, the requisite shareholder approvals. Reference is made to the April 10, 2003 8-k filing for details of this transaction. (c) DENNIS CALVERT'S ACQUISITION OF 3,000,000 SHARES OF COMMON STOCK OF THE ISSUER: The purpose of this transaction was to enable the Issuer to receive services from Mr. Calvert as an Officer and Director of the Issuer without having to expend operating capital of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) See cover page. (c) New Millennium Capital Partners, LLC has entered into no transactions other than described herein in the common stock of the Issuer during the past 60 days. 3 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Person does not have any contracts, arrangements, understandings or relationships with any other person with respect to the securities of the Issuer. (Voting trusts, agreements to issue finder's fees, loan or option arrangements, etc.) ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. No. Description --- ----------- Secured Term Promissory Note SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the above information set forth in this statement is true, complete and correct. Date: April 18, 2003 /S/ DENNIS CALVERT ------------------------------------- Dennis Calvert EX-1 3 doc2.txt EX 1 SECURED TERM PROMISSORY NOTE (TERM LOAN) BEVERLY HILLS, CALIFORNIA $900,000 December 31, 2002 FOR VALUE RECEIVED, New Millennium Capital Partners, LLC, a Nevada Limited Liability Company ("Borrower") promises to pay to the order of Camden Holdings, Inc., Summit Healthcare, Inc., Summitt Ventures, Inc. (collectively, "Lender" or "Holder"), at 9595 Wilshire Boulevard, Suite 510, Beverly Hills, California 90210, or at such other address as the holder of this Note shall direct, the principal sum of nine hundred thousand dollars ($900,000) plus accrued interest, payable in two installments, plus interest, as follows: (i) on or before October 1, 2003, $100,000, (ii) on or before April 1, 2004, $800,000, and (iii) on a monthly basis, with the first payment due July 1, 2003, all outstanding and accrued interest to date. This Note shall bear interest on the unpaid principal balance hereof from time to time outstanding at the rate of Ten percent (10%) (the "Applicable Interest Rate"). Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. Holder has already received consideration for the first 90 days interest. Payments may be made in cash or Free-Trading/unrestricted stock in NuWay Medical, Inc, or it's surviving entity (referred to herein as "NuWay Medical, Inc."). If a payment hereunder becomes due and payable on a Saturday, Sunday or legal holiday, the due date thereof shall be extended to the next succeeding business day, and interest shall be payable thereon during such extension. In the event any payment of principal or interest on this Note is not paid in full within 10 days of due date, Lender shall provide notice of same to Borrower, and demand that said be paid. Borrower may cure any default by remitting payment within ten days of demand. All payments hereunder are to be applied first to costs, fees and expenses referred to hereunder, second to the payment of accrued interest and the remaining balance to the payment of principal. Any principal prepayment hereunder shall be applied against principal payments in the inverse order of maturity. This Note is secured by (i) the Borrower's holdings in NuWay Medical, Inc. a Delaware Corporation, acquired by Borrower from Lender (5,000,000 shares) in that certain Stock Purchase Agreement by and between Borrower and Lender dated on or about December 31, 2002, and (ii) Dennis Calvert's holdings in NuWay Medical, Inc. a Delaware Corporation (roman numeral (i) and (ii) are collectively referred to herein as the "Secured Asset"). The Borrower and the undersigned agree to execute any further documentation to perfect the security interest in the Secured Asset. Lender's only recourse for non-payment of principle or interest due on this Note shall be to foreclose on the Secured Asset in an amount sufficient to cover the deficiency on the Note. This note shall automatically terminate and be of no further force and effect in the event that NuWay Medical, Inc. files voluntarily or involuntarily for protection under the bankruptcy laws of the United States. If Lender defaults on the Stock Purchase Agreement by and between Lender and Borrower, this note shall be void and of no further force and effect. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, the same shall not affect any other provision of this Note and the remaining provisions of this Note shall remain in full force and effect. No waiver or modification of any of the terms or provisions of this Note shall be valid or binding unless set forth in a writing signed by a duly authorized officer of Lender, and then only to the extent therein specifically set forth. Neither party may assign any of its rights or obligations under this Note to any party without the prior written consent of the other parties to the Note. LENDER AND BORROWER HEREBY EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (i) THIS NOTE; OR (ii) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN LENDER AND BORROWER; OR (iii) ANY CONDUCT, ACTS OR OMISSIONS OF LENDER OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR BORROWER. This Note is payable in, and shall be governed by the internal laws of, the State of California. NEW MILLENNIUM CAPITAL PARTNERS, LLC, a Nevada Limited Liability Company /s/ Dennis Calvert By______________________________________ Dennis Calvert, Manager /s/ Dennis Calvert By______________________________________ Dennis Calvert, an individual -----END PRIVACY-ENHANCED MESSAGE-----