<PAGE>
U.S. 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 June 30, 1997
Commission File No. 0-29282
MEDICONSULT.COM, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 84-1341886
- ------------------------------ ----------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
33 Reid Street, 4th Floor, Hamilton HM 12, Bermuda
-----------------------------------------------------------
(Address of Principal Executive Offices including zip code)
(441) 296-0736
------------------------------
(Issuer's telephone number)
Indicate by check mark whether the Issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes [ X ] No [ ]
There were 17,209,400 shares of the Registrant's Common Stock outstanding as
of June 30, 1997.
<PAGE>
MEDICONSULT.COM, INC.
FORM 10-QSB
INDEX
-----
Part I. Financial Information
Item 1. Financial Statements Page
Condensed Consolidated Balance Sheets - June 30, 1997
and December 31, 1996 3
Consolidated Statement of Loss and Deficit for the three
and six month periods ended June 30, 1997 4
Consolidated Statement of Cash Flows for the six month
period ended June 30, 1997 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Part II. Other Information and Signatures 7
Signatures
2
<PAGE>
MEDICONSULT.COM, INC.
CONSOLIDATED BALANCE SHEET
As of June 30, 1997
December 31, 1996
(Unaudited)
June 30, December 31,
1997 1996
----------- -----------
CURRENT ASSETS
Cash $ 863,929 $ 393,130
Accounts receivable 139,450
Deferred medical costs 80,900 161,600
----------- -----------
TOTAL CURRENT ASSETS 1,084,279 544,730
FIXED ASSETS 331,543 205,298
----------- -----------
TOTAL ASSETS 1,415,822 760,028
CURRENT LIABILITIES
Accounts payable and
accrued liabilities 9,000 39,033
Interest payable 42,667 22,667
Advances from shareholders 0 51,841
Notes payable 0 500,000
----------- -----------
TOTAL CURRENT LIABLITIES 51,667 613,541
SHAREHOLDERS EQUITY
Capital stock 3,408,585 1,008,585
Deficit (2,044,430 (862,098)
----------- -----------
TOTAL SHAREHOLDERS EQUITY 1,364,155 146,487
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $ 1,415,822 $ 760,028
3
<PAGE>
MEDICONSULT.COM INC.
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
REVENUES $ 87,512 $ 103,589
EXPENSES
Salaries 261,278 506,178
Office 82,181 143,281
Travel 30,127 61,867
Legal 9,323 21,085
Medical content 76,224 268,013
Computer maintenance 41,370 100,081
Depreciation and amortization 87,663 165,416
TOTAL EXPENSES 588,166 1,265,921
NET OPERATING LOSS FOR THE PERIOD 500,654 1,162,332
Interest expense 10,000 20,000
LOSS FOR THE PERIOD 510,654 1,182,332
DEFICIT - BEGINNING OF PERIOD 1,533,776 862,098
DEFICIT - END OF PERIOD 2,044,430 2,044,430
4
<PAGE>
MEDICONSULT.COM INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
OPERATING ACTIVITIES
Loss for the period $(1,182,332)
Adjustments to reconcile loss for the period
to net cash provided by operating activities
Depreciation and amortization 165,416
(Decrease) increase in accounts receivable (139,450)
Increase (decrease) in accounts payable and
accrued liabilities (30,033)
Interest expense 20,000
-----------
NET CASH USED IN OPERATING ACTIVITIES (1,166,399)
-----------
INVESTING ACTIVITIES
Fixed asset purchases (210,961)
-----------
NET CASH USED IN INVESTING ACTIVITY (210,961)
-----------
FINANCING ACTIVITIES
Purchase of Preferred Shares 1,900,000
Redemption of Promissory Note (500,000)
Purchase of Common Shares 500,000
Advances from shareholder (51,841)
-----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,848,159
-----------
INCREASE (DECREASE) IN CASH 470,799
CASH - BEGINNING OF PERIOD 393,130
-----------
CASH - END OF PERIOD 863,929
-----------
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
THREE AND SIX MONTHS ENDED JUNE 30, 1997
There was no significant activity in the Company's business during the three
and six month periods ended June 30, 1996. Therefore, these numbers are not
presented in the Form 10-QSB, and there are no meaningful comparisons which
could be made.
The Company continued to build the "Virtual" Medical Center during the first
six months of 1997. Revenues during the 3 months ended June 30, 1997 while
small, were four times the amounts earned during the first 3 months of 1997.
Amounts were earned from a license agreement and from initial work done on a
contract started for a large pharmaceutical company.
The Company continues to follow the policy of expensing virtually all
expenditures. While this policy may seem unduly conservative, management
believes that, given the dynamic nature of the Internet, it is prudent.
Management believes that the comparative P & L figures for the three months
ended March 31, 1997 and June 30, 1997, are informative as they show trends in
revenues and expenses. Therefore, these amounts are set forth below.
CONSOLIDATED STATEMENT OF LOSS AND DEFICIT
March 31, June 30,
1997 1997
---------- ---------
REVENUES $( 16,078) $(87,512)
EXPENSES
Salaries 244,900 261,278
Office 61,100 82,181
Travel 31,740 30,127
Legal 11,762 9,323
Medical content 191,789 76,224
Computer maintenance 58,711 41,370
Amortization 77,753 87,663
--------- --------
TOTAL EXPENSES 677,755 588,166
NET OPERATING LOSS FOR THE PERIOD 661,678 500,654
Interest expense 10,000 10,000
--------- --------
LOSS FOR THE PERIOD $ 671,678 $510,654
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997 the Company has working capital of $1,032,612 compared
with a working capital deficit of $68,811 at December 31, 1996. The increase
was due to the sale of approximately $1,900,000 of preferred stock to the
Company's President and majority shareholder and the issuance of common stock
on the conversion of $500,000 of debentures. These investments were offset by
the loss of $1,166,399 for the six months ended June 30, 1997.
-6-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. During June 1997, the Company's President
purchased $1,900,000 of preferred stock. The shares of the Company's
preferred stock which were issued pursuant to this transaction were issued in
reliance upon the exemption provided by Section 4(2) of the Securities Act of
1933, as amended. The person to whom such securities were issued in exchange
for cash made an informed investment decision and had access to material
information regarding the Company. The Company believes that such person had
knowledge and experience in financial and business matters such that he was
capable of evaluating the merits and risks of the acquisition of the Company's
common stock in connection with this transaction. The certificate
representing such preferred shares bears an appropriate legend restricting the
transfer of such securities, except in accordance with the Securities Act of
1933, as amended.
Item 3. Defaults Upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule Filed herewith
electronically
(b) Reports on Form 8-K. None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
MEDICONSULT.COM INC.
Date: August 14, 1997 By/s/ Robert Jennings
Robert Jennings
President
7
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- ------------------------------
27. Financial Data Schedule Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheets and statements of operations found on pages 3-5 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-30-1996
<PERIOD-END> JUN-30-1997
<CASH> 863,929
<SECURITIES> 0
<RECEIVABLES> 139,450
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,084,279
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,415,822
<CURRENT-LIABILITIES> 51,667
<BONDS> 0
<COMMON> 1,008,585
0
2,400,000
<OTHER-SE> (2,044,430)
<TOTAL-LIABILITY-AND-EQUITY> 1,415,822
<SALES> 87,512
<TOTAL-REVENUES> 87,512
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 588,166
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,000
<INCOME-PRETAX> (510,654)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (510,654)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
