<PAGE>
UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
MEDIC MEDIA INC.
----------------
(Exact name of registrant as specified in its charter)
DELAWARE 133944580
- --------------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
590 MADISON AVE. NEW YORK, NY 10022
- --------------------------------------- --------------
(Address of principal executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 521-4497
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)
1
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INDEX
ITEMS PAGE
Item 1. BUSINESS 3
Item 2. FINANCIAL INFORMATION 5
Item 3. PROPERTIES 11
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 11
Item 5. DIRECTORS AND EXECUTIVE OFFICERS 12
Item 6. EXECUTIVE COMPENSATION 14
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 15
Item 8. LEGAL PROCEEDINGS 15
Item 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS15
Item 10. RECENT SALES OF UNREGISTERED SECURITIES 16
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED 16
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 16
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
AND FINANCIAL DISCLOSURE 24
Item 15. FINANCIAL STATEMENTS AND EXHIBITS 24
SIGNATURES
2
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Item 1. DESCRIPTION OF THE BUSINESS
HISTORY AND ORGANIZATION
MEDIC MEDIA INC. (the "Company") was organized on November 18th 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. The company was
formed to take advantage of the changes in the health care industry to create a
major international health and medical communications company. Through the use
of the latest media technology (cable TV, Internet) The Company aims to improve
the link between the medical profession and the broad consumer market. Recent
developments have encouraged the officers of the company to go private, under a
large US Publishing concern. As a result the Company is now being made
available by the major shareholders for merger or acquisition. The company has
not engaged in active trade or business throughout the period 1996 to 1998
MEDIC MEDIA INC.
(A Development Stage Company)
The present promoters of the Company acquired the majority of the shares in June
1997 and are, the President of the Company, B R Parker, and a major shareholder,
namely Technology Finance Ltd. The company is currently inactive and the
directors are now determined that the Company should become active in seeking
potential operating businesses and business opportunities with the intent to
acquire or merge with such businesses. The Company has began to consider and
investigate potential business opportunities.
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 has voluntarily filed a registration statement on Form 10 in order
to make information concerning itself more readily available to the public.
Management believes that being 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.
3
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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 counting 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 person reviewing this information is advised to refer
to the Company's Form 10 for additional information.
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 businesses or business opportunities. The company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and negotiations with
any potential business or business opportunity.
MEDIC MEDIA INC.
(A Development Stage Company)
4
<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 statements 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 incudes
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 form operations and a net capital
deficiency, which raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 3. The financial statements do not include any adjustments that might
result form the outcome of this uncertainty.
Peter J. Repetti
New York, New York
June 11, 1998
5
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MEDIC MEDIA, INC.
BALANCE SHEET
April 30, 1998
--------------
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 0
-------
Stockholders' Equity
Common Stock, $.001 par value,
Authorized S25,000.000 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 Stockholders' Equity (12,450)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
-------
The accompanying notes are an integral part of these financial statements
6
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MEDIC MEDIA, INC.
INCOME STATEMENT
FOR THE YEAR ENDED APRIL 30,1998
For the Year From
Ended Inception to
April 30, 1998 April 30, 1998
-------------- --------------
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 2,400 2,400
Legal 10,000 10,000
Filing Fee 50 50
Other Start Up Costs 0 31,450
12,450
Other Income 0 0
---------- ----------
NET LOSS (12,450) (31,450)
---------- ----------
NET LOSS PER SHARE (0.001245) (0.032817)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,000,000 9,958,333
---------- ----------
7
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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
-------------- --------------
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 Adjustments 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 Activities 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 statements.
8
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MEDIC MEDIA, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED APRIL 30, 1998
<TABLE>
<CAPTION>
Common Stock Issued Total
----------------------- Additional Accumulated Shareholders'
Shares Per Value Paid in Capital Deficit Equity
------ --------- --------------- ------- ------
<S> <C> <C> <C> <C> <C>
Issuance of 9,000,000
shares November 18, 1996 9,000.000 $ 9,000 $ 0 $ 0 $ 9,000
Issuance of 1,000,000
shares December 29, 1996 1,000,000 1,000 9,000 0 10,000
Net Loss for the Period from
Inception April 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
April 30, 1998 0 0 0 (12,450) (12,450)
---------- ------- ------ -------- --------
Balance April 30, 1998 10,000,000 $10,000 $9,000 $(31,450) $(12,450)
---------- ------- ------ -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
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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 develop a
major medical communications company in North America and Europe by providing
reliable, authoritative, and up-to-date medical information for consumers and
health-care professionals. The mission will be realized by using a range of
information pathways, including a nationally-distributed health and medicine
magazine, a broadcast television program and pages on the World Wide Web.
Strategic partnerships have already been made with a leading retail pharmacist,
health spas and advertising agencies, which will help to create a brand
awareness for the Company's projects.
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 shareholder 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, 1998 no revenue
and a net loss from operations of $31,450. As of April 30, 1998, the Company
had a net capital deficiency of $12,450.
10
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The company requires 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 publishing its magazine and books, and producing
its television program and web site. 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; however, full implementation of its business plan is dependent upon its
ability to raise substantial funding. Management's plan is to move the Company
toward profitability within five years, and to seek additional capital to fund
further expansion of its operations.
----------------
The financial statements of the Company are set forth immediately following
the signature page of this form 10.
Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 590 Madison Ave, New York,
NY 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 for 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
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Meichrisea Holdings Ltd. 2,400,000 24%
25 Turnbulls Lane
Gibralar
Technology Finance Ltd. 3,950,000 39.5%
Trafalgar House
11 Waterloo Place
London SW1Y 4AU
11
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Note: The Company has been advised that each of the persons listed above has
sole voting, investment, and dispositive power over the share indicated above.
Percent of Class (third column above) is based on 10,000,000 shares of common
stock outstanding on April 30, 1998.
MEDIC MEDIA INC.
(A Development Stage Company)
Item 5. DIRECTORS AND EXECUTIVE OFFICERS
Position(s) Held and
Name Age Duration of Service 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 respects to the election of directors.
Set forth below is certain biographical information regarding the Company's
executive officers and directors.
Basil R Parker has been President and director of the Company since 23rd June
1997. For the past seven years he has worked for Rosegold Ltd. Shopfittes and
is currently Managing Director.
Linden J H 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. Shopfitters.
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 years 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 form or otherwise
limiting, the following activities:
MEDIC MEDIA INC.
(A Development Stage Company)
12
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(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; or (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.
The Company's Common Stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
connection therewith, directors, officers, and beneficial owners of more than
10% of the Company's Common Stock are required to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their beneficial ownership of
the Company's Common Stock. The following table sets forth, as of the date of
this report, the name and relationship of each person who is required to file on
a timely basis any reports required pursuant to Section 16 of the Exchange Act:
Name Position Report to Be Filed
---- -------- ------------------
Technology Finance Ltd. 10% or greater beneficial owner Form 3
Meichrisea Holdings Ltd. 10% or greater beneficial owner Form 3
13
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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 accusation or merger can be accomplished and will strive to have
the business opportunity provide their remuneration. As of the date hereof, no
person has accrued any compensation form the Company.
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.
MEDIC MEDIA INC.
(A Development Stage Company)
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.
14
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Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS.
To the best of Management's knowledge, during the fiscal year ended December 31,
1996 and 1997, there were no material transactions, or series of similar
transactions, since the beginning the Company's last fiscal year, 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'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 when or if, funds become available to the Company.
These Shareholder advances totaled nil in the fiscal years ended April 30, 1996
and 1997, and $23,850 since that date.
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 Company's last fiscal year, 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.
15
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At April 30, 1998, there were approximately 149 holders of record of the issued
and outstanding shares of Issuer's common stock.
Issuer has never paid a dividend on its outstanding equity.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
No recent sales of unregistered securities at this time.
Item 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
No decryption of registrant's securities to be registered at this time.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
No indemnification of directors and officers at this time.
Item 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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 statements 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 incudes
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.
17
<PAGE>
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 form operations and a net capital
deficiency, which raise substantial doubt about its ability to continue as a
going concern. Management's plans regarding those matters also are described in
Note 3. The financial statements do not include any adjustments that might
result form the outcome of this uncertainty.
Peter J. Repetti
New York, New York
June 11, 1998
18
<PAGE>
MEDIC MEDIA, INC.
BALANCE SHEET
April 30, 1998
--------------
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 0
-------
Stockholders' Equity
Common Stock, $.001 par value,
Authorized S25,000.000 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 Stockholders' Equity (12,450)
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
-------
The accompanying notes are an integral part of these financial statements
19
<PAGE>
MEDIC MEDIA, INC.
INCOME STATEMENT
FOR THE YEAR ENDED APRIL 30,1998
For the Year From
Ended Inception to
April 30, 1998 April 30, 1998
-------------- --------------
TOTAL REVENUES: $ 0 $ 0
---------- ----------
OPERATING EXPENSES:
Accounting 2,400 2,400
Legal 10,000 10,000
Filing Fee 50 50
Other Start Up Costs 0 31,450
12,450
Other Income 0 0
---------- ----------
NET LOSS (12,450) (31,450)
---------- ----------
NET LOSS PER SHARE (0.001245) (0.032817)
---------- ----------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,000,000 9,958,333
---------- ----------
20
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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
-------------- --------------
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 Adjustments 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 Activities 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 statements.
21
<PAGE>
MEDIC MEDIA, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED APRIL 30, 1998
<TABLE>
<CAPTION>
Common Stock Issued Total
----------------------- Additional Accumulated Shareholders'
Shares Per Value Paid in Capital Deficit Equity
------ --------- --------------- ------- ------
<S> <C> <C> <C> <C> <C>
Issuance of 9,000,000
shares November 18, 1996 9,000.000 $ 9,000 $ 0 $ 0 $ 9,000
Issuance of 1,000,000
shares December 29, 1996 1,000,000 1,000 9,000 0 10,000
Net Loss for the Period from
Inception April 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
April 30, 1998 0 0 0 (12,450) (12,450)
---------- ------- ------ -------- --------
Balance April 30, 1998 10,000,000 $10,000 $9,000 $(31,450) $(12,450)
---------- ------- ------ -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
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 develop a
major medical communications company in North America and Europe by providing
reliable, authoritative, and up-to-date medical information for consumers and
health-care professionals. The mission will be realized by using a range of
information pathways, including a nationally-distributed health and medicine
magazine, a broadcast television program and pages on the World Wide Web.
Strategic partnerships have already been made with a leading retail pharmacist,
health spas and advertising agencies, which will help to create a brand
awareness for the Company's projects.
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 shareholder 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, 1998 no revenue
and a net loss from operations of $31,450. As of April 30, 1998, the Company
had a net capital deficiency of $12,450.
23
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The company requires 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 publishing its magazine and books, and producing
its television program and web site. 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; however, full implementation of its business plan is
dependent upon its ability to raise substantial funding. Management's plan is
to move the Company toward profitability within five years, and to seek
additional capital to fund further expansion of its operations.
-----------------
The financial statements of the Company are set forth immediately following
the signature page of this form 10.
Item 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No changes in and disagreements with accountants on accounting and financial
disclosure.
Item 15. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in Item 13(c). Other exhibits have been
omitted since the required information is not applicable to the registrant.
EXHIBIT PAGE
3 Certificate of incorporation and by-laws 19
11 Statement re: computation of per share earnings 19
(b) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the period for
which this Annual Report is filed.
(c) EXHIBITS
24
<PAGE>
EXHIBIT 3: CERTIFICATE OF INCORPORATION AND BY LAWS
(a) Certificate of Incorporation of registrant consisting of:
(i) Certificate of Incorporation dated November 18, 1996.
(b) Corporate by-laws of registrant are incorporated herein by reference to
Exhibit 3(b) to registrant's Annual Report on Form 10=K for the year ended
November 18, 1996.
EXHIBIT 11: STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
Year ended April 30
1998
------------
Net income (loss) $ (12,450)
Average number of common shares outstanding 10,000,000
Net income (loss) per share of common stock
(basic and diluted) $ (0.001245)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
---------------------------------
(Registrant)
Date:
----------------------------
By:
------------------------------
25
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND EXPIRATION OF
COMMON STOCK EXCHANGE RIGHTS
The Company is considered a development stage company with no assets or capital
and with no operations or income since approximately 1996. The costs and
expenses associated with the preparation and filing of this registration
statement and other operations of the Company have been paid for by shareholders
of the Company, specifically Technology Finance Ltd. It is anticipated that the
Company will require only nominal capital to maintain the corporate viability of
the Company and necessary funds will most likely be provided by the Company's
existing shareholders or its officers and directors in the immediate future.
However, unless the Company is able to facilitate an acquisition of or merger
with an operating business or is able to obtain significant outside financing,
there is doubt about its ability to continue as a going concern.
26
<PAGE>
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.
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. 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 a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to obtain on a
contingency basis when possible. Further, 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 their remuneration.
However, if the Company engages outside advisors or consultants in its search
for business opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants or
to raise any capital. In the event the Company does need to raise capital most
likely the only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of securities or be
able to borrow any significant sum from either a commercial or private lender.
There can be 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 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 and continue its search for business opportunities during the
next twelve months.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended April 30, 1998, nor since the time until the date of this
Form 10 filing.
<PAGE>
Item 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public accountants with
respect to accounting practices or procedures or financial disclosure.
PART III
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Item 9.
Item 10.
Item 12.
Item 13.
