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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
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MedCom
USA, Incorporated
(Name
of Issuer)
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COMMON
STOCK, $0.001, par value per share
(Title of Class of Securities) |
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584062-20-2
(CUSIP Number) |
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Philip
W. Wyatt
c/o
Medical Associates Network
801
N. Brand Boulevard
Glendale, California 91203
(818)
500-7711
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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On
or about August 31, 2008
(Date of Event which Requires Filling of this Statement) |
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If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1 (f) or Rule
13d-1(g), check the following box. o
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Note:
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See · 240.13d-7 for other
parties to whom copies are to be sent.
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*
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP
No. 584062-20-2
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1.
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Names
of Reporting Persons.
Philip
W. Wyatt
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2.
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Check
the Appropriate Box if a Member of a Group*
(a.) o (b.) o
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3.
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SEC
USE ONLY
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4.
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Source
of Funds*
PF
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5.
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Check
if Disclosure of
Legal Proceedings Is
Required Pursuant to
items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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7.
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Sole
Voting Power
3,968,000
shares
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8.
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Shared
Voting Power
3,242,670
shares
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9.
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Sole
Dispositive Power
3,968,000
shares
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10.
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Shared
Dispositive Power
3,242,670
shares
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
7,210,670
shares
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12.
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Check
if the Aggregate Amount Represented by Amount in Row (11) Excludes Certain
Shares
(See
Instructions) x
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13.
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Percent
of Class Represented by Amount in Row (11)
7.02%
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14.
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Type
of Reporting Person
IN
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Item
1. Security and Issuer
(a)
Name and Principal Executive Offices of Issuer:
MEDCOM USA, INCORPORATED (the "Company")
P. O. Box 90358
Henderson, Nevada 89009
(b)
Title of Class of Equity Securities:
Common Stock, $0.001 par value per share
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Item
2. Identity and Background.
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(a)
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Name: The
name of the person filing this statement is Philip W. Wyatt, hereinafter
sometimes referred to as the “Reporting Person.”
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(b)
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Residence
or business address: c/o Medical Associates Network, 801 N.
Brand Boulevard, Glendale, California 91203.
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(c)
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Present
Principal Occupation or Employment: The Reporting Person’s
principal occupation is the design, development and distribution of
disposable medical devices.
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(d)
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Criminal
Conviction: During the last five years, the Reporting Person
has not been convicted in any criminal proceeding.
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(e)
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Court
or Administrative Proceedings: During the last five years, the
Reporting Person has not been party to any civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which such
Person was or is subject to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to
such laws.
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(f)
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Citizenship: State
of Incorporation: The Reporting Person is a citizen of the United States
of America.
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Item
3. Source and Amount of Funds or Other Consideration:
The
Reporting Person acquired the shares of common stock using his personal
funds. No amount of such funds were borrowed. The
aggregate amount of funds used to purchase the shares was
$2,799,595.
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Item
4. Purpose of Transaction:
The
shares of common stock were purchased for investment, but the Reporting
Person may communicate with management and others to encourage the
exploration of ways to increase shareholder value. The
Reporting Person intends to monitor the Issuer’s performance closely and
may modify his plans in the future.
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Item
5. Interest in Securities of the Issuer.
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(a)
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Number
of Shares Beneficially Owned:
As
of July 6 2009, the Reporting Person is the beneficial owner of 7,210,670
shares of common stock. Of such amount, (i) the Reporting
Person is the direct beneficial owner of 1,999,000 shares; (ii) the
Reporting Person and his spouse are the joint direct beneficial owners of
2,406,670 shares; (iii) 854,000 shares are owned by trusts established for
the benefit of minor children of the Reporting Person, of which the
Reporting Person is the trustee; (iv) 400,000 shares are owned by the
Reporting Person’s investment retirement account; (v) 796,000 shares are
directly owned by the spouse of the Reporting Person; (vi) 40,000 shares
are owned by the investment retirement account of the Reporting Person’s
spouse and (vii) 715,000 shares are owned by a defined benefit plan
established for the Reporting Person’s company of which the Reporting
Person is the trustee. The Reporting Person has sole voting and
dispositive power with respect to all of the foregoing shares, except (i)
the 2,406,670 shares of which he is a joint beneficial owner with his
spouse, (ii) the 796,000 shares directly owned by the spouse of
the Reporting Person, and (iii) the 40,000 shares owned by the investment
retirement account of the spouse of the Reporting Person. The
Reporting Person has shared voting and dispositive power with respect to
such shares.
Percent
of Class:
7.02%,
based upon 102,753,193 shares of the Issuer’s common stock outstanding as
reported in the Issuer’s Quarterly Report on Form 10-Q for the period
ended December 31, 2009, filed with the Commission on February 20,
2009.
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(b)
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Not
applicable.
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(c)
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The
Reporting Person made the following purchases of Common Stock during the
sixty day period preceding the date of this
report:
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Transaction
Date
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Shares
or Units
Purchased
(Sold)
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Average
Price per
Share
or Unit
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Where and how
Transactions
Effected
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5/5/09
5/6/09
5/8/09
5/13/09
5/15/09
5/18/09
5/19/09
5/22/09
5/26/09
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95,000
39,000
35,000
120,000
15,000
135,000
85,000
10,000
15,000
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$.015
$.027
$.03
$.0325
$.021
$.021
$.028
$.02
$.018
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Open
market purchases
Open
market purchases
Open
market purchases
Open
market purchases
Open
market purchases
Open
market purchases
Open
market purchases
Open
market purchases
Open
market purchases
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In
March 2009, the Reporting Person, together with certain other stockholders
in the Company and with the Company, brought an action in Arizona state
court requesting, among other things, a judicial determination that
Michael De La Garza was not properly elected as a director or as an
officer of MedCom. The Arizona state court has granted
preliminary equitable relief requiring, among other things, Mr. De La
Garza to cease holding himself out to be an officer or director of the
Company. The Reporting Person, the other stockholders party to the action,
the Company and others have entered into a settlement agreement with Mr.
De La Garza, which will, when approved by the Bankruptcy Court, resolve
pending Arizona state court litigation against Mr. De La Garza, in which
the Company sought, among other things, injunctive and declaratory relief
that Mr. De La Garza was not authorized to act on behalf of the Company as
an officer or director.
Under
the terms of the settlement, among other things, for the avoidance of any
doubt, Mr. De La Garza will resign from the Board of Directors of the
Company and as President and Chief Executive Officer of the Company and of
another company, Card Activation Technologies, Inc.. Mr. De La Garza
will be retained by the Company as its Chief Operating Officer (although
with limited ability to bind the Company) and will report to the Company’s
Board of Directors.
The
settlement agreement is fully executed, but will not become final and
effective until entry of a final, non-appealable Order from the Bankruptcy
Court in the involuntary bankruptcy proceeding currently pending in
Arizona against the Company either (1) approving the settlement agreement,
or (2) dismissing the bankruptcy
proceeding.
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Item
7. Material to be Filed as Exhibits.
NONE
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
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Date:
July 6 2009
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By:
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/s/ Philip
W. Wyatt
Philip
W. Wyatt
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