UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO FORM 10-KSB
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>
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>
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-KSB 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 A.
Management is confident that such an acquisition will be consummated.
OPERATION OF THE COMPANY
Since the original filing of the Form 10-KSB, 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 A. 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 B. 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-KSB 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
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>
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>
[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>
[CAPTION]
MEDIC MEDIA, INC.
INCOME STATEMENT
For the Year ended April 30, 1998
<TABLE>
<CAPTION>
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>
<PAGE>
<TABLE>
MEDIC MEDIA, INC.
STATEMENT OF CASH FLOWS
For the Year ended April 30, 1998
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 or 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>
<PAGE>
<TABLE>
MEDIC MEDIA, INC.
INCOME STATEMENT
For the Year ended April 30, 1998
<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>
[CAPTION]
MEDIC MEDIA, INC.
INCOME STATEMENT
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.
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 least12 months.
<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 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.
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-KSB 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.
A list of the Company's shareholders is attached as Exhibit C and identifies
the name and location of each shareholder along with the number of shares
owned.
<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
/s/ Medic Media Inc.
(Registrant)
By: L.J. Boyne
Secretary/Treasurer
and Director
