AUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)
MEDICAL DISCOVERIES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
58456E106
(CUSIP Number)
October 18, 2004
(Date of Event Which Requires Filing of this Statement)
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
CUSIP No. 58456E106 13G Page 2 of 10 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monarch Pointe Fund, Ltd.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 10,386,401
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 10,386,401
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,386,401
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
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12. TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 58456E106 13G Page 3 of 10 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mercator Advisory Group, LLC
EIN: 300021359
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
6. SHARED VOTING POWER
BENEFICIALLY
10,386,401, some of which are owned by Monarch Pointe Fund,
OWNED BY Ltd. ("MPF"), and some of which are owned by Mercator
Advisory Group, LLC ("MAG"). MAG controls the investments of
EACH MPF.
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REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 0
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WITH 8. SHARED DISPOSITIVE POWER
10,386,401, some of which are held by MPF and some by MAG.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,386,401
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
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12. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 58456E106 13G Page 4 of 10 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David F. Firestone
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5. SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------------
6. SHARED VOTING POWER
BENEFICIALLY
10,386,401, all of which are held by MPF and MAG. David F.
OWNED BY Firestone is Managing Member of MAG.
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 10,386,401, all of which are held by MPF and MAG. David F.
Firestone is Managing Member of MAG.
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,386,401
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
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12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
CUSIP No. 58456E106 13G Page 5 of 10 Pages
Item 1. Issuer.
(a) The name of the issuer is Medical Discoveries, Inc. (the "Issuer").
(b) The address of the Issuer's principal executive office is 738
Aspenwood Lane, Twin Falls, Idaho 83301.
Item 2. Reporting Person and Security.
(a) Monarch Pointe Fund, Ltd. ("MPF") is a corporation organized under the
laws of the British Virgin Islands. Mercator Advisory Group, LLC ("MAG"), a
California limited liability company, controls the investments of MPF. David F.
Firestone is the Managing Member of MAG. MPF, MAG and David F. Firestone are
referred to herein as the "Reporting Persons."
(b) The business address of each of MAG and David F. Firestone is 555 S.
Flower Street, Suite 4500, Los Angeles, CA 90071. The business address of MPF is
c/o Bank of Ireland Securities Services, Ltd., New Century House, International
Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland.
(c) MAG is a California limited liability company. MPF is a corporation
organized under the laws of the British Virgin Islands.
(d) The title of the class of securities to which this statement relates
is the common stock of the Issuer, no par value per share (the "Common Stock").
(e) The CUSIP number is 58456E106.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) |_| Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F).
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CUSIP No. 58456E106 13G Page 6 of 10 Pages
(g) |_| A parent holding company or control person in accordance with ss.
240.13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Not Applicable.
Item 4. Ownership.
MPF and MAG each own warrants to purchase shares of Common Stock. MPF owns
12,000 shares of the Series A Convertible Preferred Stock ("Series A Shares")
issued by the Issuer which are convertible into Common Stock. Each Series A
Share is convertible into the number of shares of Common Stock determined by
dividing $100.00 by the Conversion Price at the time of conversion. The
Conversion Price is defined as 85% of the average of the lowest three intra-day
trading prices of the Common Stock during the 10 trading days preceding the
conversion, rounded to the nearest ten-thousandth; providing, however, that the
Conversion Price may not be less than $0.05 or more than $0.1967 adjusted for
stock splits and similar events. MPF purchased the Series A Shares from the
Issuer, and MPF and MAG received the Warrants from the Issuer, on October 18,
2004.
The documentation governing the terms of the warrants and the Series A
Shares contains provisions prohibiting any exercise of the warrants or
conversion of Series A Shares that would result in the Reporting Persons owning
beneficially more than 9.99% of the outstanding shares of Common Stock as
determined under Section 13(d) of the Securities Exchange Act of 1934. The
Reporting Persons have never had beneficial ownership of more than 9.99% of the
outstanding shares of Common Stock.
As of October 18, 2004, MPF and MAG owned the following securities of the
Issuer:
MPF owned 12,000 Series A Shares and warrants to purchase up to 3,660,396
shares of Common Stock.
MAG owned warrants to purchase up to 915,099 shares of Common Stock.
David F. Firestone owned no securities of the Issuer directly.
The right to vote and the right to dispose of the shares beneficially
owned by MPF are shared among MPF and both MAG and David F. Firestone. The right
to vote and the right to dispose of the shares beneficially owned by MAG are
shared by MAG and David F. Firestone.
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CUSIP No. 58456E106 13G Page 7 of 10 Pages
Assuming that the Issuer had 93,581,577 shares of Common Stock outstanding
as of October 18, 2004, which is the number reported by the Issuer as
outstanding as of July 29, 2004 in its Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2004, the individual Reporting Persons had, on October
18, 2004, beneficial ownership of the following numbers of shares of Common
Stock which represented the following percentages of the Common Stock
outstanding:
Shares Owned Percentage
------------ ----------
MPF 10,386,401 9.99%
MAG 10,386,401 9.99%
David F. Firestone 10,386,401 9.99%
The percentages of the outstanding Common Stock held by the Reporting
Parties set forth above and on the cover pages to this report were determined,
using a Conversion Price of $0.1672 with respect to the Series A Shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this Schedule is being filed to report the fact that as of the date
hereof the Reporting Person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [__]
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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CUSIP No. 58456E106 13G Page 8 of 10 Pages
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Dated: October 27, 2004 MONARCH POINTE FUND, LTD.
By: /s/ David F. Firestone
-----------------------------------
Its: Director
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Dated: October 27, 2004 MERCATOR ADVISORY GROUP, LLC
By: /s/ David F. Firestone
-----------------------------------
David F. Firestone, Managing Member
Dated: October 27, 2004 /s/ David F. Firestone
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David F. Firestone
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CUSIP No. 58456E106 13G Page 9 of 10 Pages
EXHIBIT INDEX
Exhibit A Agreement of Joint Filing
-9-
CUSIP No. 58456E106 13G Page 10 of 10 Pages
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to Rule
13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13G,
containing the information required by Schedule 13G, for shares of the common
stock of Medical Discoveries, Inc., beneficially owned by Monarch Pointe Fund,
Ltd., Mercator Advisory Group, LLC and David F. Firestone and such other
holdings as may be reported therein.
Dated: October 27, 2004
MONARCH POINTE FUND, LTD.
By: /s/ David F. Firestone
-----------------------------------
Its: Director
----------------------------------
MERCATOR ADVISORY GROUP, LLC
By: /s/ David F. Firestone
-----------------------------------
David F. Firestone, Managing Member
/s/ David F. Firestone
--------------------------------------
David F. Firestone
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