UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-A
MEDIC MEDIA INC.
(Exact name of registrant as specified in its charter)
Delaware 133944580
- ---------------------- ------------------
State of Incorporation IRS Employer ID No.
590 Madison Avenue, New York, NY 10022
- -------------------------------- ------------------
Address of principal Executive Offices Zip Code
Registrant's Telephone Number (212) 521-4497
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding12 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_______
As of September 30, 1998, the following shares of the
Registrant's common stock were issued and outstanding:
Voting common stock 10,000,000
Traditional Small Business Disclosure (check one):
Yes X No
<PAGE>
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INDEX
Item 1. DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . 3
Item 2. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . .9
Item 3. DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . ..15
Item 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . .15
Item 5. DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . 15
Item 6. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . 17
Item 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. . . . . . . . . . . . . . . . . . .. . .18
Item 8. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . 19
Item 9. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.. . . . . . . . . . . . . 19
<PAGE>
<PAGE>
Item 1. DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
MEDIC MEDIA INC., (the "Company") was organized incorporated on
November 18, 1996 under the laws of the State of Delaware having
the stated purpose of engaging in any lawful act or activity for
which corporations may be organized under the General Corporation
Law of Delaware.
The initial objective of the Company was to develop a major
medical communications company in North America. This mission
was to be realized by using a range of information pathways,
including a nationally distributed health and medicine magazine,
a broadcast television program and an Internet site on the World
Wide Web. The Company performed a Regulation D 504 Offering to
obtain funds for the growth and realization of the Company's
business plan. The Offering was successful and 1,000,000 shares
were placed. Notwithstanding the foregoing, the Company's
initial management failed in its efforts to successfully expand
the Company and chose to pursue other options. The current
management were brought to the Company to pursue alternative
business opportunities, and after due consideration, it was
decided that the Company's best opportunity would be to merge
with or acquire an existing entity. The majority of shares of
the Company's common stock were acquired on June 23, 1998 by
Technology Finance Ltd. This entity, based in the, United
Kingdom, along with Melchrisea Holdings Ltd., based in Gibraltar
own approximately 63.5% of the Company's outstanding shares of
common stock.
The Company is considered a development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity. Because of the Company's
current status having no assets and no recent operating history,
in the event the Company does successfully acquire or merge with
an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
The Company voluntarily filed a registration statement on Form 10
in order to make information concerning itself more readily
available to the public. Management believes that a reporting
company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. In addition, management believes that this might make
the Company more attractive to an operating business opportunity
as a potential business combination candidate. As a result of
filing its registration statement, the Company is obligated to
file with the Commission certain interim and periodic reports
including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file
these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination. Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business, the resulting combined
business must provide audited financial statements for at least
the two most recent fiscal years or, in the event that the
combined operating business has been in business less than
two years, audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more business
opportunities. The Company currently has targeted a merger
candidate, Automotive Facilities Corporation ("AFC"), a Delaware
corporation. The Company has entered into a Letter of Intent
with AFC to negotiate and enter into a definite written
acquisition agreement. A copy of that Letter of Intent is
attached hereto as Exhibit 10. Management is confident that such
an acquisition will be consummated.
OPERATION OF THE COMPANY
Since the original filing of the Form 10, the company has entered
into a non-binding Letter of Intent Agreement with Automotive
Facilities Corporation, ("AFC") a Delaware Corporation, to
negotiate a definitive written acquisition Agreement, with the
goal of finalizing such definitive written acquisition agreement,
by December 14, 1998. The purpose of such Agreement is to
finalize the terms of a merger transaction wherein Medic
Media will be the surviving corporation. A copy of that Letter
of Intent Agreement is attached hereto as Exhibit 10. The
Company is currently continuing its negotiations with AFC and is
confident that a final written acquisition agreement will be
executed. For such reason, the Company has not utilized any
notices or advertisements to search for further business
opportunities.
The Company has also entered into a Letter of Engagement with
First London Securities Corporation ("First London"), a company
based in the State of Texas, to act as its financial advisor and
to furnish Investment Banking Services to the Company. A copy of
that Letter of Engagement is attached hereto as Exhibit 10. The
Company's objective in retaining First London is to develop
contacts and relationships within the investment community. The
Company has not previously utilized any other financial
advisors or consultants.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company, at this time, does not intend to use any employees,
with the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be used
only if they can be obtained for minimal cost or on a deferred
payment basis. Management is confident that it will be able to
operate in this manner in its efforts to re-develop the
Company's business opportunities during the next twelve months.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
Management plans to further independently investigate and
research and, if justified, potentially acquire or merge with one
or more businesses or business opportunities if the Company's
management, in their professional opinion, deem it advantageous
in the event an acquisition agreement with AFC is not
consummated. To this, management retains broad discretion in
its efforts.
The Company voluntarily filed a registration statement on Form 10
in order to make information concerning itself more readily
available to the public. Management believes that a reporting
company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") could provide a prospective merger or
acquisition candidate with additional information
concerning the Company. In addition, management believes that
this might make the Company more attractive to an operating
business opportunity as a potential business combination
candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim
and periodic reports including an annual report containing
audited financial statements. The Company intends to continue to
voluntarily file these periodic reports under the Exchange Act
even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
MANAGEMENT
Management expects to devote a minimal amount of time to the
Company's activities and estimates that such time shall be
approximately 5 hours per week.
The Company does not intend to issue any stock to management,
promoters or their affiliates or associates, prior to a merger.
In the event a merger is undertaken, then there is a possibility
that additional stock may be issued as part of such merger
agreement.
The management of the Company currently intends to promote
another entity, Ascot Group and possible conflicts could arise.
In the event such conflicts do arise, the management intends to
advise the Board of Directors and to seek their consultation as
to how such conflict may be resolved.
The Company has no current plans to issue securities prior to the
identification of a merger candidate.
The Company intends to proceed to seek out a target company
through its contacts and Letter of Agreement with First London
Securities Corporation and to further negotiate a possible
acquisition with AFC. The Company further intends to utilize
First London Securities as a market maker for the Company's
securities. The extent of First London's role as such market
maker is defined in the Letter of Agreement between the Company
and First London and, at this time, the Company does not intend
to solicit or seek out any other entity to act as a market maker.
The Company's promoters and management have not been involved
with any previous blank check offerings.
DISCUSSION ON PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure relating to the market for penny
stocks in connection with trades in any stock defined as a penny
stock. Securities and Exchange Commission regulations generally
define a penny stock to be an equity security that has a market
price of less than $5.00 per share, subject to certain
exceptions. Such exceptions include any equity security listed on
NASDAQ or a national securities exchange and any equity security
issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for
three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than
three years, or (iii) averageannual revenue of at least
$6,000,000, if such issuer has been in continuous operation for
less than three years. Unless an exception is available, the
regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith. The
impact of the regulations applicable to penny stocks on the
Company's securities is to reduce the market liquidity of the
Company's securities by limiting the ability of broker/dealers to
trade the Company's securities and the ability of purchasers of
the Company's securities to sell their securities in the
secondary market. The low price of the Company's Common Stock
also has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders and the
potential ability of the Company to raise additional capital by
issuing additional shares. The primary reasons for these
effects include the internal policies of certain institutional
investors that prohibit the purchase of low-priced stocks, the
fact that many brokerage houses do not permit low-priced stocks
to be used as collateral for margin accounts or to be purchased
on margin and certain brokerage house policies and practices that
tend to discourage individual brokers from dealing in low-priced
stocks. In addition, since broker's commissions on low-priced
stocks represent a higher percentage of the stock price than
commissions on higher priced stocks, the current low share price
of the Common Stock results in individual shareholders paying
transaction costs that are a higher percentage of their total
share value than would be the case if the Company's share price
were substantially higher.
The Company intends to apply for listing on the NASDAQ SmallCap
Market as soon as it consummates a merger or acquisition and
meets the eligibility requirements. Under recently implemented
NASDAQ rules, in order to be eligible for listing on the NASDAQ
SmallCap Market, (i) the Company's Common Stock must have a
minimum bid price of $4.00, (ii) the Company must have minimum
tangible net assets (total assets less total liabilities and
goodwill) of $4 million or a market capitalization of at least
$50 million or net income of at least $750,000 in two of the
three prior years, (iii) the Company must have a public float of
at least one million shares with a market value of at least $5
million and (iv) the Common Stock must have at least three market
makers and be held of record by at least 300 shareholders.
If at any time the Company were to satisfy all listing
requirements other than the minimum bid price of $4.00 per share,
then the Board of Directors is likely to recommend that the
Company effect a reverse stock split in order to meet this
minimum trading price listing requirement. Any such reverse stock
split would require shareholder approval. There can be no
assurance that at any time the Company would be able to satisfy
some or all listing requirements or that any proposed reverse
stock split will be approved by the shareholders or successfully
implemented following such approval.
SELECTION OF OPPORTUNITIES
At the present, the Company does not intend to raise any capital
through any public or private placement of its common stock. In
the event that the Company finds a successful merger candidate,
there is nothing in the Company's charter that the merger
candidate cannot issue additional shares to raise additional
funding for acquisitions.
The company has obtained an advance of funds from Technology
Finance which is utilized to cover the statutory obligations of
the company. The terms of advancement allow Technology Finance
to advance to the Company funds up to a limit of $50,000 to
enable the Company to comply with statutory filings and to enable
the Company to pursue the consummation of a potential
merger/business combination. These funds will be repayable
either in cash or securities upon the consummation of a
merger/business combination.
FORM OF ACQUISITION
In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change in
control in the Company. The Company believes that any merger
would include the new issuance of common stock in the Corporation
to a potential merger candidate followed by a reverse split of
the Company's issued common stock thereby effectively passing
control of the Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company. The Company does not foresee that any terms of
sale of the shares presently held by officers and/or directors
of the Company will also be afforded to all other shareholders of
the Company on similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion
of a resolution of the Board of Director's of the Company,
contained in the Company's minutes. In the event management
wishes to actively negotiating or otherwise consenting to the
purchase of any portion of their common stock as a condition to
or in connection with a proposed merger or acquisition, this
would need to be disclosed to the Board of Directors and
entered into the Company's minutes. The company's shareholders
will be afforded an opportunity to approve or consent to any
particular stock buy-out transaction or merger.
The major shareholders of the Company, Technology Finance Ltd.,
and Melchrisea Holdings Ltd., own 39.5 percent and 24 percent,
respectively, of the Company's outstanding shares of common
stock. They are therefore capable of asserting influence over
the management of the Company's affairs. Both entities will
continue to exercise their voting rights to continue to elect the
current directors to the Company's Board of Directors.
The Company has not adopted a policy relating to a cash finder's
fee to anyone who finds a transaction which is consummated by the
Company. The Company does not intend to issue securities (debt
or equity) as a finder's fee. Finder's fees will not be payable
to officers, directors or promoters of the company and no action.
For this reason, no plan of action has currently been undertaken
to prevent any conflict of interest regarding the payment of such
fees to officers, directors or promoters of the company.
There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates, directly
or indirectly, have an ownership interest. Existing corporate
policy does not permit such transactions, unless disclosed by the
individual with such interest and consent to by the Board of
Directors. This policy based upon an understanding between
management and the Board of Directors. Management is unaware of
any circumstances under which this policy, through its own
initiative, may be changed.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. This
disclosure complies with the directives of the Securities and
Exchange Commission, specifically Staff Legal Bulletin No. 5
(CF/IM), regarding Year 2000 issues.
BLUE SKY CONSIDERATIONS
After the Company's original business plan ceased, the Company
became a "blank check" company as defined by the Securities and
Exchange Commission. The SEC defines a blank check company as one
which has no specific business or plan other than to consummate
an acquisition of or merge into another business or entity. A
number of states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Additionally, some states
prohibit the initial offer and sale as well as any subsequent
resale of securities of shell companies to residents of their
states. For this reason, management advises that any potential
investor who has an interest in the Company should consult local
Blue Sky counsel to determine whether the state within which that
investor resides prohibits the purchase of shares of the Company
in that jurisdiction.
Once the Company has acquired or merged with another entity, the
Company will no longer be considered a "blank check" company.
Additionally, shareholders of the Company have not entered into
any "lock-up" letter agreement, which would prevent them from
selling their respective shares of the Company's common stock
until such time as the Company consummates a merger with or
acquisition of another company.
<PAGE>
<PAGE>
Item 2. FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Medic Media, Inc.
We have audited the accompanying balance sheet of Medic Media,
Inc., as of April 30, 1998 and the related statements of income,
cash flows and stockholders' equity for the year then ended.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statement based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Medic Media, Inc., as of April 30, 1998, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As
discussed, in Note 3 to the financial statements, the Company has
losses from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a gong
concern. Management's plans regarding those matters also are
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Peter J. Repetti
New York, New York
June 11, 1998
<PAGE>
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[CAPTION]
MEDIC MEDIA, INC.
BALANCE SHEET
As of April 30, 1998
<TABLE>
<CAPTION>
APRIL 30, 1998
______________________
<S>
<C>
ASSETS
Current Assets
Cash $ 0
Other Current Assets 0
-------------
Total Current Assets $ 0
Other Assets 0
-------------
Total Assets $ 0
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 0
Accrued Expenses 12,450
-------------
Total Current Liabilities $12,450
Other Liabilities 0
-------------
Total Liabilities $12,450
Shareholders' Equity
Common Stock, $.001 par value,
Authorized 25,000,000 shares;
Issued and Outstanding
10,000,000 shares $10,000
Additional Paid In Capital 9,000
Deficit Accumulated During
the Development Stage (31,450)
-------------
Total Shareholders' Equity (12,450)
-------------
Total Liabilities and
Shareholders' Equity $ 0
=============
The accompanying notes are an integral part of these financial
statement
</TABLE>
<PAGE>
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[CAPTION]
MEDIC MEDIA, INC.
INCOME STATEMENT
For the Year ended April 30, 1998
<TABLE>
For the Year From
Ended Inception To
April 30, 1998 April 30, 1998
-----------------------------------------------
<S> <C> <C>
TOTAL REVENUES $ 0 $ 0
-------------- -------------
OPERATING EXPENSES:
Accounting 2,400 2,400
Legal 10,000 10,000
Filing Fee 50 50
Other Start Up Cost 0 19,000
-------------- -------------
Net Loss (12,450) (31,450)
-------------- -------------
Loss Per Share (0.001245) (0.032817)
-------------- -------------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,000,000 9,958,333
-------------- -------------
</TABLE>
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[CAPTION]
MEDIC MEDIA, INC.
STATEMENT OF CASH FLOWS
For the Year ended April 30, 1998
<TABLE>
For the Year From
Ended Inception To
April 30, 1998 April 30, 1998
-----------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (12,450) $ (31,450)
-------------- ---------------
Adjustments to reconcile
Net Loss to net cash used
in operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and
Accrued Expenses 12,450 12,450
-------------- ---------------
Total Adjustment 12,450 12,450
-------------- ---------------
Net Cash used in
Operating Activities 0 (19,000)
-------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Insurance of
Common Stock 0 (19,000)
-------------- ---------------
Net Cash Provided by
Financing 0 0
Net Change in Cash 0 0
-------------- ---------------
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------------- ---------------
Supplemental Disclosure
of Cash Flow Information
Cash Paid During the Period for
Interest Expense $ 0 $ 0
-------------- ---------------
Corporate Taxes 0 0
-------------- ---------------
The accompanying notes are an integral part of these financial
statement.
</TABLE>
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MEDIC MEDIA, INC.
SHAREHOLDERS' EQUITY STATEMENT
For the Year ended April 30, 1998
<TABLE>
<CAPTION>
Common Stock Issued Total Acc.
Shareholder's
Shares Par Value Paid Capital Deficit
Equity
- -----------------------------------------------------------------
- --
<S> <C> <C> <C> <C>
<C>
Issuance of
9,000,000 shares
Nov. 18, 1996 9,000,000 $9,000 $ 0 $ 0
$9,000
Issuance of
1,000,000 shares
Dec. 29, 1998 1,000,000 1,000 9,000 0
10,000
Net Loss for the
Period from
Inception to
Apr. 30, 1997 0 0 0 19,000
0
Balance
May 1, 1997 10,000,000 $10,000 $9,000 (19,000)
0
Net Loss for
the Year Ended
Apr. 30, 1998 0 0 0 (12,450)
(2,450)
- --------------------------------------------------------------
Balance
Apr. 30, 1998 10,000,000 $10,000 $9,000 $(31,450)
($12,450)
</TABLE>
The accompanying notes are an integral part of these financial
statement
<PAGE>
<PAGE>
[CAPTION]
MEDIC MEDIA, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1998
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Medic Media, Inc., ("the Company")
is a for-profit corporation incorporated under the laws of the
State of Delaware on November 18, 1996. The Company has one
wholly owned subsidiary, Medic Media, incorporated in the United
Kingdom. Medic Media Inc.'s principle objective is to locate and
consummate a merger or acquisition with a private entity.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly, revenue is
recognized when earned and expenses when incurred.
C. CASH AND CASH EQUIVALENTS: For purposes of the statements of
cash flows, the Company considers all short-term investments with
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The company uses 1,000 square feet of space for its executive
offices at 11 Waterloo Place, London, UK which it receives from
one of its shareholders at no cost.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in London, UK on November 18,
1996 when it began the initial development of its business plan.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to April 30,
1996 no revenue and a net loss from operations of $31,450. As of
April 30, 1996, the Company had a net capital deficiency of
$12,450.
<PAGE>
<PAGE>
The Company may require additional capital principally to meet
its costs for the implementation of its business plan, for
general and administrative expenses and to fund costs associated
with its acquisition of a merger candidate. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. Medic Media Inc., does not have a working capital line
of credit with any financial institution. Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding. The Company
anticipates that its existing capital resources will enable it to
maintain its current implemented operations for at least 12
months.
<PAGE>
<PAGE>
Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 590 Madison
Avenue, New York, New York 10022 which are the offices of a major
shareholder and are utilized free of charge. The Company does
not own or control any material property.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of April 30, 1998, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent of
Beneficial Beneficial Ownership Class
Melchrisea Holdings Ltd. 2,400,000 24%
25 Turnbulls Lane
Gibraltar
Technology Finance Ltd. 3,950,000 39.5%
Trafalgar House
11 Waterloo Place
London
Mr. Linden Boyne and his family, collectively, control 609,155
shares of the Company's outstanding common stock and also own ten
(10%) percent of the common stock of Technology Finance Ltd.,
which is 395,300 of the total issued and outstanding shares of
Technology Finance Ltd. Mr. Basil Parker and his family,
collectively, control 608,755 shares of the Company's outstanding
common stock and also own ten (10%) percent of the common stock
of Technology Finance Ltd., which is 395,300 of the total issued
and outstanding shares of Technology Finance Ltd.
Both of the Company's majority shareholders, Melchrisea Holdings
Ltd., and Technology Finance Ltd., are investment companies. Mr.
Boyne owns ten (10%) percent of the common stock of Technology
Finance Ltd., which is 395,300 of the total issued and
outstanding shares of Technology Finance Ltd. Mr. Parker also
owns ten (10%) percent of the common stock of Technology Finance
Ltd., which is 395,300 of the total issued and outstanding shares
of Technology Finance Ltd. Melchrisea Holdings Ltd., is also a
majority shareholder in Technology Finance Ltd.
Item 5. DIRECTORS AND EXECUTIVE OFFICERS
Name Age Position Held Family Relation
Basil R. Parker 48 President and Director None
Linden J.H. Boyne 54 Secretary-Treasurer
and Director None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respect to the
election of directors.
Both Basil R. Parker, the current Company President and Director,
and Linden J. H. Boyne, the current Company Secretary-Treasurer
and Director, will be engaged in the operations of the Company
and their efforts will be materials to the Company's success.
They oversee the Company's search in locating potential business
opportunities and targeting an entity to undertake a merger
transaction. Additionally, they report to the shareholders
regarding their progress and are open to receiving input from the
majority shareholders, Melchrisea Holdings Ltd., and Technology
Finance Ltd.
Messrs. Boyne and Parker have worked together for twenty-five
years, maintain excellent contacts in the United Kingdom business
community and have run various businesses. The largest which
they have run is the NSS Newsagents, a national chain in the
United Kingdom which maintains over 500 stores in the United
Kingdom. Mr. Parker has been President and director of the
Company since June 23, 1998. For the past seven years, he
has worked for Rosegold Ltd. Shopfittes and is currently Managing
Director of the company. Mr. Boyne has been Secretary-Treasurer
and director of the Company since 1998. Since 1991 he has been
Secretary of a number of companies principally Rosegold Ltd.
Shopfittes.
The Company in December 1996 conducted a Regulation D 504
Offering to raise seed capital with the aim of enacting the
Company's business plan. This initial 504 offering was
successful however, at a later stage in March 1997, the former
management of the Company received offers to work elsewhere and
left the company. Thus, the second round of fund raising was
never completed. This left the three main shareholders of the
Company with 9,000,000 shares and thirteen other shareholders
with the total amount of shares, specifically 1,000,000 shares,
purchased in the Regulation D 504 Offering.
Prior to their departure, the former management introduced the
current management with whom they had a business acquaintance,
specifically Messrs. Linden Boyne and Basil Parker, to the
shareholders and recommended them to take over the management of
the Company which they did. Current management advised that the
Company's best course would be to seek a merger with, or
acquisition of, another entity. At that juncture, the owners of
the 9,000,000 shares of the Company's stock transferred those
shares to Technology Finance Ltd. Management believed that
Technology Finance would likely find a merge candidate for the
Company and would afford the shareholders who purchased the
1,000,000 shares in the Regulation D 504 Offering a better
opportunity to realize a return on their investment.
There are no agreements or understandings for any officer or
director to resign at the request of another person and there are
no officers or directors at this time, or in the foreseeable
future, acting on behalf of or at the direction of any other
person.
To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two yeas before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing; (2) was
convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses); (3) was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing,
or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws; (4) was the subject of
any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right
of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activity; (5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law and the judgment in
subsequently reversed, suspended or vacate; (6) was found by a
court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated.
Item 6. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended April 30, 1998, nor at any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors
will forego any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide remuneration. As of the date hereof, no
person has accrued any compensation form the Company.
The payment of compensation to the directors of the Company by
any target company will not be a criteria of consideration for
any merger.
COMPENSATION TABLE: None; no form of compensation was paid to
any officer or director at any time during the last two fiscal
years.
CASH COMPENSATION: There was no cash compensation paid to any
director or executive officer of the Company during the two
fiscal years ended April 30, 1998.
BONUSES AND DEFERRED COMPENSATION: None
COMPENSATION PURSUANT TO PLANS: None
PENSION TABLE: None
OTHER COMPENSATION: None
COMPENSATION OF DIRECTORS: None
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
<PAGE>
<PAGE>
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH
MANAGEMENT AND OTHERS
To the best of Management's knowledge, during the fiscal year
ended December 31, 1996 and 1997, there was no material
transactions, or series of similar transactions, since the
beginning the Company's last fiscal year, or any currently
proposed transaction, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company's common
stock, or any member of the immediate family of any of the
foregoing persons, has an interest. Technology Finance Ltd., has
advanced funds to pay for attorney's fees and accounting fees for
the preparation of the Form 10, and will continue to advance such
funds as needed for future reporting and compliance, for which it
will be reimbursed by the Company. These shareholder advances
totaled nil in the fiscal years ended April 30, 1996 and 1997 and
$23,850 since that date.
Technology Finance has placed a cap of $50,000.00 on the amount
of funds which it will advance to the Company. There is a
written memorandum agreement that Technology Finance will receive
repayment of such funds upon the consummation of a merger or
acquisition by the Company. Technology Finance has advanced such
funds with the expectation that the infusion of capital into the
Company will enhance its growth potential and subsequent
realization of profit which will be realized by the Company's
shareholders.
CERTAIN BUSINESS RELATIONSHIPS
During the fiscal years ended April 30, 1997 and 1998, there were
no material transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT
To the best of Management's knowledge, during the fiscal years
ended April 30, 1996 and 1997, there were no material
transactions, or series of similar transactions since the
beginning of the last fiscal years, or any currently proposed
transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the Company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
To the best knowledge of management, no such transactions exist.
Item 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company is not aware of any quotations for its common stock
now or at any time within the past two years.
At the present time, the Company has entered into an agreement
with First London Securities Corporation for the development of
relationships with the investment community and to also develop a
trading market in the Company's common stock.
The company has 142 shareholders and the representation in its
original Form 10 was erroneously misstated. The company obtained
142 shareholders as follows: There were 13 shareholders who
purchased shares of the Company as part of its Regulation D 504
Offering. Portions of those shares were sold to other
individuals and entities bringing to 23 the total number of
shareholders resulting from the Regulation D 504 Offering.
Technology Finance Ltd., acquired 9,000,000 shares during the
restructuring of the Company and kept 3,950,000 shares for
itself. The remaining 5,050,000 shares were distributed to the
118 shareholders of Technology finance as a stock dividend on a
pro-rata basis according to their percentage holdings in
Technology Finance.
<PAGE>
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf of the
Registrant and in the capacities and on the dates indicated:
Dated: October 20, 1998
/s/ Medic Media Inc.
(Registrant)
By: B.R. Parker
President and Director,
Chief Executive Officer
Letter of Intent
Between the parties, Medic Media Inc, a Delaware corporation, of
590 Madison Avenue, New York NY10022 and (hereinafter "Medic "),
and Automotive Facilities Corporation, Inc, a Delaware
corporation, located at City Centre Bellevue, Suite 730, 500
108th Avenue, Bellevue, WA98004 (hereinafter "AFC "), dated 14th
July, 1998.
1. As soon as practical following the date hereof, the parties
shall commence negotiation of a definitive written acquisition
Agreement, with the goal of finalizing such definitive written
acquisition agreement by 14th October, 1998. The definitive
acquisition Agreement shall contain such mutually agreeable
terms, provisions, warranties, representations, covenants,
indemnifications and agreements consistent with this letter of
intent. Notwithstanding the other provisions of this letter of
intent or any past, present or future approvals by the
managements, Boards of Directors or stockholders of Medic or AFC
(including the preliminary authorizations to proceed with
negotiations by the parties' Boards of Directors), or any past,
present or future indications of assent or that some or all
matters under negotiation have been resolved, it is understood
and agreed that neither party to this proposed transaction will
be under any legal obligation with respect to the proposed
transaction (except (a) as set forth in paragraph 6 (Due
Diligence), paragraph 7 (No shop), paragraphs 8 through 10
(Confidentiality), paragraph 12 (Publicity), paragraph 13
(Expenses), and (b) this sentence and the next succeeding
sentences, all of which are understood to constitute legally
binding obligations of the parties hereto), and no offer or
binding commitment shall be implied, unless and until a
definitive written acquisition Agreement providing for the
transaction has been executed and delivered by the parties
thereto, whereupon the provisions of such definitive written
acquisition agreement shall control. Prior to such execution and
delivery of a definitive written acquisition Agreement by the
parties, (i) no withdrawal from or termination of negotiations
for the proposed transaction, for any reason or no reason, shall
be deemed to be in bad faith and (ii) neither party shall be
deemed to have relied to its detriment on representations by the
other party of its intent to pursue or conclude the proposed
transaction. The term"definitive written acquisition Agreement"
does not include any public announcement by any or all of the
parties hereto. This paragraph may not be amended, modified or
waived by the express or implied conduct of the parties, except
by written agreement signed by the officers of the parties,
expressly amending, modifying or waiving this paragraph.
2. Within 90 days of the date of the execution of this
letter of intent, the parties agree to consummate a definitive
written acquisition Agreement wherein Medic will be the surviving
corporation. The definitive written acquisition Agreement will
provide that AFC stockholders will receive, on a pro rata basis,
in accordance with their stockholdings in AFC, (1) 9,500,000
newly issued shares of" common stock, par value $0.01 per share,
of Medic ("Medic Common Stock"). The definitive written
acquisition Agreement will provide further that Medic will
conduct a 20 for 1 reverse split leaving 500,000 shares of Medic
common stock, representing 100% of the issued and outstanding
share capital stock issuance of Medic pre-acquisition with AFC.
3. The name of Medic Media, Inc. will be changed to
Automotive Facilities, Inc.
4. It is understood that this proposed transaction is subject
to the successful resolution of certain tax, financial,
accounting and structural matters and is conditioned upon the
completion of satisfactory due diligence as set forth herein,
the approval of Medic 's and AFC 's Boards of Directors and
stockholders and Medic receiving authorization to trade on a
mutually acceptable stock exchange, Each party has received
Preliminary authorization from its Board of Directors to enter
into this letter of intent and to pursue negotiation of a
definitive written acquisition agreement.
During the period commencing on the date hereof and continuing
through the earlier of (i) 11:59 p.m. eastern time on 14 th
October, 1998 or (ii) the execution of a definitive written
acquisition Agreement (herein referred to as the "Period"),Medic
and AFC , and their respective officers, attorneys, investment
advisors, independent auditors and designated personnel, shall
have the right to conduct such inspections and reviews of the
books, records and related items of Medic and AFC , as the case
may be, and consult with such management personnel, lessors of
property, vendors, service providers, independent auditors and
other persons and entities having material contractual
relationships with Medic and AFC , as the case may be, in each
case as shall be reasonably necessary to permit auditors to
analyze the financial condition, operations, business and
prospects of Medic and AFC. Medic and AFC shall co-operate with
each other in their aforesaid inspections, reviews and
consultations, and shall cause their respective officers and
employees to co-operate with, and provide reasonable assistance
to, one another in such activities, and shall exercise their best
efforts in good faith to cause the aforesaid third parties to
co-operate in such activities. The parties further agree to
co-operate with each other in complying with submissions with
the Securities and Exchange Commission, registration statements
and the preparation and delivery of audited financial statements,
5. Medic and AFC shall not, and shall cause their respective
directors, officers, employees and advisors not to, initiate,
solicit, propose, pursue or enter into any proposals, substantive
discussions, negotiations, letters or statements of intent or
agreements (whether preliminary or definitive) with any person or
entity of any nature other than as provided herein at any time
during the No Shop Period (as such term is defined in the next
following sentence) contemplating or providing for any
re-organisation, share exchange, acquisition, or purchase or sale
of all or a substantial portion or the assets or business or, or
any business combination of any type involving, Medic or AFC , as
the case may be, The term "No Shop Period" shall mean the Period,
as defined in paragraph 6 hereof. Each party hereto shall
communicate with the other party, within 4 business days of in
hand receipt, or actual knowledge of the substance of
communications, by an executive officer of such party, the
material terms of any substantive communication received during
the Period by either such party from a third party concerning any
of the aforesaid matters.
6. During the period Medic will not adjust, split, combine
or reclassify any capital stock; make, declare or pay any
dividend or make any other distribution on, or directly or
indirectly redeem, purchase or otherwise acquire, any shares of
its capital stock or any securities or obligations convertible
into or exchangeable for any shares of its capital stock, or
grant, sell or issue to any individual, corporation or other
person (except as approved by AFC 's Board of Directors or
otherwise agreed to in writing prior to the date hereof or as
provided in the acquisition Agreement) any right or option to
acquire, or securities evidencing a right to convert into or
acquire, any shares of its capital stock,
7. Both parties will hold in confidence and will not
disclose or use for their own benefit any confidential
proprietary information which is designated in writing received
from one another during the due diligence period for up to three
years. This will exclude the following;
(i) information already divulged prior to this letter;
(ii) information already in the public domain;
(iii) information lawfully obtained from a third party source
not subject to this confidentiality agreement;
(iv) information developed independently by staff at either
company who did not previously possess such information.
8. Both parties agree to restrict access to information
related to either party to personnel that have agreed to be bound
by secrecy agreements corresponding to those undertaken by this
letter of intent.
9. Tn the event that this transaction is terminated before
the closure of the acquisition Agreement both parties shall
undertake to return all documents supplied and retain no copies
for use.
10. Each party to this letter warrants and represents that no
broker, finder, intermediary or consultant introduced them or
brought about the proposed acquisition and agrees to defend and
indemnify the other parties against any claim for compensation by
any person on the basis of the alleged obligations incurred.
11. The parties will consult with each other in advance of
issuance concerning the timing, content and method of
dissemination of press releases and other similar announcements
concerning the proposed transaction or the status of
negotiations, Boards' of Directors and stockholders' approvals
and other matters relating to the proposed transaction,
12, In event of failure of the parties to execute and deliver
a mutually agreeable acquisition Agreement, both parties would
accept liability for their own expenses and would have no further
liability or obligation to each other except as provided by
paragraph 9 (Confidentiality).
13. Nothing in this letter of intent is intended to confer
expressly or by implication upon any other person any rights or
remedies under, or by reason of, this letter of intent.
14. This letter of intent may be executed in one or more
counterparts each of which shall be deemed an original and
together constitute one document. The delivery by facsimile of
an executed counterpart of this letter of intent shall be deemed
to be an original and shall have the full force and effect of an
original copy.
IN WITNESS WHEREOF the parties hereto have executed and delivered
this Letter of Intent date first written above,
For and on behalf of Medic Media, Inc.
For and on behalf of Automotive Facilities Corporation, Inc.
<PAGE>
Extension to Letter of Intent
Between the parties, Medic Media Inc, a Delaware corporation, of
590 Madison Avenue, New York, NY 10022 and (hereinafter "Medic"),
and Automotive Facilities Corporation, Inc, a Delaware,
corporation, located as City Center Bellevue, Suite 730, 500
108th Avenue, Bellevue, WA98004 (hereinafter "AFC"), dated 14th
October, 1998.
Both parties hereby agree to extend for a further sixty days the
attached executed Letter of Intent dated 14th July 1998.
For and on Behalf of Medic Media Inc.
For and on Behalf of Automotive Facilities Corporation Inc
<PAGE>
FIRST LONDON SECURITIES CORPORATION
2600 State Street, Dallas, Texas 75204
July 29th 1998
Mr B.R. Parker
Medic Media, Inc.
Trafalgar House
11 Waterloo Place
London SWIY 4AU
Attention : Mr. B.R. Parker
Gentlemen:
This letter Outlines the terms upon which First London Securities
Corporation ("FLSC") proposes to be engaged by Medic Media, Inc.
(tile "Company") to act as its financial advisor and to furnish
Investment Banking Services to the Company as described below.
1. Investment Banking Services
Section 1. Services Provided by FLSC
(i) Complete a due diligence file of them company's business,
operations, properties, financial condition, management and
strategic direction of the Company, as well as make any
suggestions on how the Company might enhance any of the above,
(ii) Assist the Company in Filing the Form 15c2-11; and,
(iii) Assist the Company in the development of relationships with
the investments community,
Section 2. Term of Engagement
The term of FLSC's engagement shall be from the date of This
Agreement ( the "Initial Term") to the approval by the NASD of
the Form 15c2-11. Notwithstanding the foregoing, either party may
terminate this Agreement at any time upon ten (10) days written
notice to the other party, in which event neither party will have
any further obligation, hereunder, except for any unpaid amounts
under Sections 3 and 4 below.
Section 3. Fees
A total fee of $10,000 shall be paid to FLSC as a result of the
terms described herein, of which $5,000 shall be payable to FLSC
upon filing of form 15c2-11. The additional $5,000 shall be due
and payable upon the approval of the Company's Form 15c2-11 (as
hereinafter defined) with the NASD.
Section 4. Expenses
In addition to the engagement fees in paragraph 3, the Company
agrees to reimburse FLSC on a monthly basis for pre-approved
reasonable travel and out of pocket expenses incurred by FLSC or
their respective counsel with regard to rendering services
hereunder, including but not limited to, airfare, hotel, and
other expenses in connection with visiting the Company which
shall include a due diligence trip to the Company's headquarters
by FLSC and it's counsel, and expenses incurred in connection
with any road show or other presentations or marketing efforts
made on behalf of the Company by FLSC.
II. Representation by the Company
The Company represents that all information provided to FLSC in
connection with the services to be performed under this Agreement
will be complete and correct in all material respects and will
not contain any untrue statements of material fact or omit to
state any material fact necessary to make the statements
contained therein, in light of the circumstances under which they
were made, not misleading ( the "Information"). The Company
agrees to advise FLSC immediately of the occurrence of any event
or any other change known to the Company that results in any of
the Information containing an untrue statement of a material fact
or omitting to state any material fact necessary to make the
statements contained therein, in light of the circumstances under
which they were made, not misleading.
III. Indemnification of FLSC by the Company
The Company agrees to indemnify and hold harmless FLSC and each
person, if any, who controls FLSC within the meaning of the
Securities Act of 1933, as amended, against any lawsuits, claims,
damages, or liabilities (of actions or proceedings in respect
thereof) to which FLSC or such controlling person may become
subject related to or arising out of our engagement hereunder,
without limitation, and will reimburse FLSC and each such
controlling person for all legal and other expenses incurred in
connection with investigating or defending any such lawsuit,
claim, damage, liability, action or proceeding whether or not in
connection with pending or threatened litigation in which FLSC or
any of its directors, officers, agents, employees and controlling
persons is a party; provided, however, that the Company will not
be liable in any such case for losses, claims, damages,
liabilities or expenses that a court of competent jurisdiction
shall I have found in a Final judgement to have arisen primarily
front the gross negligence and wilful misconduct of FLSC or the
'party claiming a right to indemnification, This indemnity
agreement will be in addition to any liability, which the Company
may otherwise have.
In case any proceeding shall be instituted involving any person
in respect to whom indemnity may be sought, such person ( the
"indemnified party") shall promptly notify the Company, and the
Company, upon the request of the indemnified party, shall retain
counsel reasonably satisfactory to the indcmnified party to
represent the indemnified party and any others the Company may
desigjifite in such proceedings and shall pay as incurred the
fees and expenses of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense, except that the
Company shall pay as incurred the fees and expenses of counsel
retained by the indemnified party in the event that (i) the
Company and the identified party shall have mutually agreed to
the retention of such counsel or, (ii) the named parties to any
such proceeding including both the Company and the ftidemniried
party and representation of both parties by the same counsel
would be inappropriate, in the reasonable opinion of are
indemnified party, due to actual or potential differing interests
between them. 'I'he Company shall not be liable for any
settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final
iudgeineiit for the plaintiff, the Company agrees to indemnify
the indemnified party to the extent set fortli in this letter.
IV. Company Not Responsible for Content of Published
Research by FLSC
The Company recognizes that FLSC may follow, and may continue to
follow the Company and its common stock and, from time to time,
FI,SC may issue research reports concerning the Company and its
common stock and warrants. It is understood between the Company
and FI.SC that such reports arc not issued on behalf, or with the
authorization, of the Company, and FLSC shall have sole
responsibility for their content. Neither the Company, nor
its officers, directors, employees or affiliates, shall have any
responsibility for any information contained in such reports or
other information disseminated by FLSC concerning the Company,
regardless of whether or not the Company reviews or comments upon
such reports or information,
V. General
This Agreement may not be amended or modified except in writing
and signed by FLSC and the Company, and shall be governed by and
construed in accordance with the laws of the State of Delaware
and all obligations shall be performed in the appropriate County
where the Company operates. This agreement is binding upon and
intires to the benefit of all parties hereto and the FLSC
indemnities.
Delivered herewith are two identical copies of this letter. If
the foregoing accurately reflects our mutual agreement with
respect to the matters set forth herein please confirm your
agreement to the foregoing by signing both of the enclosed copies
of this letter and returning to us one executed copy of this
letter via overnight express delivery.
We appreciate the opportunity to work with you and we look
forward to a successful transaction as a continuation of our
mutually beneficial relationship.
FIRST LONDON SFCURMES CORPORATION
By: Jesse B. Shelniire, IV, Managing Director, Investment Banking
Agreed to and accepted as of the dated first above written:
MEDIC MEDIA, INC.
By: B.R.Parker, President and Director
<PAGE>
TECHNOLOGY FINANCE LTD.
Trafalgar House, 11 Waterton Place, London SWIY 4AU
Tel, 0171 839 5152 Fax: 0171 839 5162
5th January 1998
Technology Finance Ltd agrees to forward Medic Media Inc of 590
Madison Avenue, New York, NY, 10022, funds by way of loan up to a
limit of $50,000 to enable Medic Media to comply with statutory
filings and to enable Medic Media to pursue the consummation of a
potential merger/business combination.
These funds will be forwarded by way of loan and will be
repayable either in cash or securities upon the consummation of a
merger/business combination.
For Technology Finance Ltd.
For and on behalf of Medic Media Inc.
