UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year end
April 30, 1999
AMAC, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3944580
- ---------------------- ------------------
State of Incorporation IRS Employer ID No.
3800 North Fairfax Drive - Suite 5
Arlington, Virginia 22203 22203
- -------------------------------------- --------
Address of principal Executive Offices Zip Code
Registrant's Telephone Number (703) 243-2597
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 April 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:
Voting common stock 5,038,041
<PAGE>
<PAGE>
INDEX
Item 1. DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . 3
Item 2. DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . 6
Item 3. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . 6
Item 4. SUBMISSION OF MATTES TO A VOTE OF SECURITY HOLDERS . . 6
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . 6
Item 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . 7
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION. . . . . . . .. . . 8
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . 12
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . 20
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY. . . .20
Item 11. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . 24
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . 24
Item 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS. . . . .25
Item 14. FINANCIAL STATEMENTS, EXHIBITS AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . 26
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 27
<PAGE>
<PAGE>
Item 1. DESCRIPTION OF BUSINESS
AMAC, INC., (the "Company") was organized incorporated on
November 18, 1996, as Medic Media Inc., 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 shortly after its inception performed a Regulation D
504 Offering of 1,000,000 shares at $.01 per share 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 finance the
Company and chose to pursue other options.
In March 1998, the Company chose to voluntarily file a
registration statement on Form 10 in order to make information
concerning itself more readily available to the public.
Management believed 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 believed 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.
On March 18, 1999, the Company acquired 100 shares of common
stock, GBP 1.0 par value, of CMAC Industries, Inc., (hereinafter
"CMAC") a company incorporated under the laws of the Channel
Islands of Jersey. The acquisition was consummated by the
execution of an Acquisition Agreement dated March 8, 1999. The
shares acquired by the Company represented one hundred (100%)
percent of all of CMAC's then currently issued and outstanding
common stock. The aggregate purchase price paid by the Company
for the CMAC common shares was 3,500,000 post-reverse split
shares of voting common stock of Medic Media Inc., $0.001 par
value. These shares were issued to the sellers of the CMAC shares
subsequent to a 6.5 to 1 reverse split of the voting common stock
by the Company of its voting common stock.
There was no material relationship between the Company and CMAC
prior to the acquisition by the company of the CMAC shares.
Subsequent to the acquisition of the CMAC shares, the Company
changed its name to "AMAC Inc."
The Company is now a development stage company which is seeking
to develop and manufacture amphibious vehicles. Additionally,
the management of CMAC has been appointed as management to
oversee the Company's entry in this field as it possesses
extensive experience and knowledge in the amphibious vehicle and
military industry.
The Company's business purpose is to design, develop and
manufacture a range of working vehicles that can operate on land
and in water. After development of amphibious vehicles for
commercial purposes, the Company will seek to develop amphibious
vehicles for recreational use. Its vehicles are based on
proprietary hydraulics technology, which the Company believes is
easy to maintain and is very cost effective. Flexible
manufacturing techniques will allow a range of vehicles to be
offered, suited to a variety of applications. The Company has
already identified key areas where, at present, no individual
vehicle is capable of carrying out the specific task
satisfactorily. In addition, Company will offer a cost effective
alternative to many applications which require land and water
based transport.
The Company intends to design, develop and manufacture innovative
high-technology products, specializing in those with broad
industry and military applications. Initial design and testing
on the company's first products has now been completed and
demonstrations of the products to potential end users has brought
substantial interest. In addition, the Company continues to
develop and design new market driven concepts to strengthen and
broaden their portfolio.
The Company has designed a number of aluminum hull forms, using
the latest aluminum welding technology. The first prototype was
launched in 1992 and licensed in the Spring of 1993, by the UK
Department of Trade and Industry, and by Lloyds Shipping Hull
Construction Certification.
Smaller vehicles will be manufactured to conform to certain road
usage constraints, (28 feet in length and 8 feet 6 inches wide is
considered the maximum size to avoid being flagged as an over-
wide vehicle). It is not envisaged that these marine vehicles
will be used on public roads or highways, as they are not road
vehicles. From time to time however they will need to use them
to access a beach or for shore. There is no constraint in
overall design size. However currently, the largest design is 50
feet long with a 13 foot 6" beam. Draught and overall height are
not issues. The smallest units will be 18" by 6'6" and much
faster, with speeds of up to 35 mph on land and, through
hydraulically retracting the wheels, 20 knots on water.
The hull, deck and wheel-house are constructed in welded form in
marine grade aluminum, in accordance with Lloyd's hull
construction certification. A variety of engines can be used,
the preferred engines being diesel, with turbo charging and
inter-cooling, either air-cooled ranging from a singe engine of
100hp on the smallest machines to twin 400hp engines on the
biggest machines.
The prototype has attracted interest from various market sectors
throughout the world. It is capable of a broad range of
applications including debris clearance, oil spillage response,
passenger carrying and rapid intervention fire fighting. The
prototype unit is fully licensed by the Department of Trade and
industry in the UK and has performed faultlessly throughout the
test and demonstration period.
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
produce or mass market a viable product or develop sufficient
income for the Company. Investors are alerted that the Company
is a development stage company with no proven income history and
therefore there is no guarantee that a profit will be realized on
any investment in the Company.
There have been no press releases made by the Company or articles
or media coverage concerning the Company and its operations.
<PAGE>
<PAGE>
Item 2. DESCRIPTION OF PROPERTIES
The Company's only significant asset is the two prototype
vehicles which the Company expects to utilize in the marketing
and development of vehicles. The prototype is licensed by the
United Kingdom Department of Trade and Industry and by Lloyds
Shipping Hull Construction Certification. The value of the
prototype is approximately $600,000.00. The Company has no other
significant assets.
Item 3. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Only one matter was submitted to a vote of security holders
during the past year. That vote in March 1999, by a unanimous
majority, was taken by the security holders to approve the
acquisition of 100 shares of common stock, GBP 1.0 par value, of
CMAC Industries, Inc., (hereinafter "CMAC") a company
incorporated under the laws of the Channel Islands of Jersey.
The acquisition was consummated by the execution of an
Acquisition Agreement dated March 8, 1999.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of April 30, 1999, the Company had approximately 128
shareholders. The Company's common stock began trading on the
OTC Bulletin Board in April 1999 under the trading symbol "UMAC".
Total trading volume of the shares of the Company's common stock
has been minimal since the listing of the shares. The last
trade made in the company's shares was during the week of May 14,
1999 wherein the closing price was 2-5/16 per share. The
high/low sales price for the company's shares for the quarterly
period ending June 30, 1999 was 3/1-1/2. Investors are alerted
that there is a very limited market for the Company's shares and
therefore minimal liquidity.
<PAGE>
<PAGE>
Item 6. SELECTED FINANCIAL DATA
AMAC, INC.
(A Development Stage Company)
SELECTED FINANCIAL DATA SCHEDULE
FROM MAY 1, 1997 TO APRIL 30, 1999
<TABLE>
<CAPTION>
For the Year From Inception
Ended To
Apr. 30, 1999 Apr. 30, 1999
------------- -------------
<S> <C> <C>
Cash and Cash Items $ 3,487 $ 3,487
Marketable Securities 0 0
Notes and Accounts Receivable 0 0
Allowances for doubtful accounts 0 0
Inventory 0 0
Total Current Assets 3,487 3,487
Property, plant and equipment 648,960 648,960
Other Assets 11,500 11,500
Accumulated depreciation 0 0
Total assets 663,947 663,947
Total current liabilities 21,446 21,446
Bonds, mortgages and debt 729,916 729,916
Preferred stock - redemption 0 0
Common stock 5,038 5,038
Other stockholders' equity 9,000 9,000
Total Liabilities and
Stockholders' equity (150,415) (150,415)
Net Sales of Tangible Products 0 0
Total Revenues 0 0
Cost of Tangible Goods Sold 0 0
Total Costs and Expenses applicable
To sales and revenues 0 0
Other costs and expenses 133,004 164,454
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes
and other items (133,004) (164,454)
Income tax expenses 0 0
Income/loss continuing
operations (133,004) (164,454)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (133,004) (164,454)
</TABLE>
<PAGE>
<PAGE>
There have been no accounting changes, business combinations or
dispositions of business operations by the Company that
materially affect the comparability of the information reflected
in the selected financial data. The Company is a developmental
stage company which has no operating history and no significant
assets.
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 guarantee 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.
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The company requires additional capital principally to meet its
costs in search of a merger or business acquisition and for
general and administrative expenses.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
The Company is a development stage company. Its principal
business is to design, develop and manufacture a range of
amphibious vehicles that can operate on land and in water. These
vehicles will incorporate proprietary hydraulics technology,
which the Company believes is easy to maintain and is very cost
effective. The Company has developed a prototype model which
incorporates aluminum welding technology. The Company's product
is specialized and designed to operate where a land based vehicle
or a water based vehicle cannot easily operate.
The Company's plans are by no means simple and investors are
alerted that any investment in the Company is complex and risky.
There can be no assurance that the Company will succeed in its
efforts or maintain a profitable business. 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.
The Company has not yet entered into any significant contracts
with any party.
During the next twelve months, the Company expects to finance its
operations by obtaining short term funding from Glen Investments,
a Company wholly owned by Kevin R Leech, one of AMAC's principal
shareholders. The Company's viability as a going concern is
dependent upon raising additional capital, and ultimately, having
net income. The Company's limited operating history, including
its losses and no revenues, primarily reflect the operations of
its early stage.
The Company does not have any line of credit from any financial
institution at this time. However, the Company will strive to
establish a line of credit once it has secured funding through an
offering of its shares in the sum of $1 million. The infusion of
such cash will enable the Company to partially commence its
operations and thereby allow it to obtain a line of credit.
There is no guarantee however that the Company will be able to
raise additional funds in any offering or that any financial
institution will grant the Company a line of credit in the
foreseeable future.
The Company also will look to raise funds by obtaining cash
advance payments for orders of its amphibious vehicles which the
Company hopes will generate income during the next twelve months.
There is no guarantee however that the Company will obtain such
order or secure cash advance payments. Additionally, the Company
will seek to raise capital through an offering of its shares of
common stock. The Company may also seek to obtain debt financing
from institutional lenders however at this time the Company does
not believe it has the ability or any line of credit to do so.
There is no guarantee that the Company's plans will be
successful. Additionally, as the Company has minimal liquidity,
there is no guarantee that it will be able to sustain its
operations over the next twelve (12) months if it cannot achieve
its stated goals. In the event the Company is required to sell
its assets, it will be compelled to auction its prototype to the
highest bidder. The Company would expect such an auction to
attract the interest of tour boat operators who utilize
amphibious vehicles to attract consumers on guided tours.
The Company goal is to generate sales during the latter part of
the year 2000. The Company will market its product to
governmental agencies which may require amphibious vehicles. The
Company has held preliminary discussions with the United States
Army Corps of Engineers, the Irish Government and the Department
of Maine. No orders for the Company's vehicles have been placed
by either of these bodies. Notwithstanding this, the Company has
researched and assessed the market for amphibious vehicles and
expects to sell up to fifty (50) machines in the first two years
of activity in the United States where it has the availability
and funds to carry out production. In the event fifty (50) units
are sold over two years this would generate sales of $40,000,000
excluding parts, service and training revenues. Investors are
alerted that there are no guarantees that the Company will be
able to sell any units and the Company's expectations are based
upon its own opinion and assessment of the potential demand for
amphibious vehicles.
The Company currently has a firm obligation to provide its
employees with compensation and related expenses in the sum of
approximately $13,000.00 per month.
The Company believes that it will not be severely impacted by any
changes in the economy or global environment as it is a
relatively small entity which does not, as yet, generate or
attract substantial interest by the general public. Any
unfavorable events, such as environmental disasters or war, may
benefit the Company as its directors believe the opportunity to
market and attract interest in the Company's vehicle may develop.
There is no guarantee however that this will occur and that the
Company will be able to capitalize on any such opportunity.
The company believes that if inflation rises and interest rates
rise, it will be in a position to respond accordingly. The
company expects to borrow funds within the US, but it does not
expect to borrow funds to the extent that would adversely effect
the company's viability and profitability. It is anticipated
that funding will be provided by an offering of its shares, by
contracts signed, by profitability, and by new revenues
generated. As such, the Company does not foresee that inflation
will adversely affect the Company.
The Company at this time has only one full time employee, Sean
Power who is the President and CEO, and three part-time
employees. Mr. Power is responsible for setting up the Company's
operations in the United States. His duties include overseeing
manufacturing, production, design, facilities, equipment,
property, banking and administration. He is the designer of the
prototype and the most significant employee of the Company.
The Company has a proposal to lease a 20,000 square foot premises
from Bethlehem Steel's former shipyard, at Sparrow's Point,
Baltimore. The Company expects to utilize the site to develop
and manufacture its amphibious vehicles. At this time, the
Company has not entered into any lease or agreement to occupy or
lease the premises and there is no guarantee that it will be able
to obtain a lease upon terms favorable to the Company. The terms
of any arrangement for the leasing of this premises will be
finalized when the Company has access to funds and is able to
commit to carry the cost of the lease.
The Company has an agreement with First London Securities
Corporation a company based in the State of Texas, to act as its
financial advisor and to furnish Investment Banking Services to
the Company. 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 utilizes the
services of First London as a market maker.
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.
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors:
We have audited the accompanying balance sheet of AMAC, Inc.,
("AMAC, Inc.") as of April 30, 1999 and the related Income
Statement and Cash Flow for the period 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 AMAC Inc., as of April 30, 1999, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
Frank E. Hanson, C.P.A.
Arlington, Virginia
August 9, 1999
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
BALANCE SHEET
AS OF APRIL 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $2,703
Prepaid Expense 784
----------
Total Current Assets $3,487
OTHER ASSETS
Prototype Craft $648,960
Capitalized Lease Costs $2,315
Less: Acc. Amortization (583) 1,732
Security Deposit - Lease 325
Interest in Auto Lease 9,443
Total Other Assets 660,460
____________
TOTAL ASSETS $663,947
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 258
Auto Lease Payable Current Portion 3,777
Accrued Expenses 17,412
Total Current Liabilities $ 21,447
LONG TERM LIABILITIES
Auto Lease Payable 5,666
Wire Advances Payable - Gala Inc. 138,290
Loan Payable - Prototype Gala Inc. 648,960
Total Long Term Liabilities 792,916
STOCKHOLDER'S EQUITY
Common Stock,$.001 par value,
Authorized 25,000,000 shares;
Issued and Outstanding
5,038,461 shares $ 5,038
Paid in Surplus 9,000
Retained Earnings 4/30/98 (31,450)
Net Loss for Period (133,004)
Total Shareholders Equity(Deficit) (150,416)
_____________
Total Liabilities and Shareholders' Equity $ 663,947
The accompanying notes are an integral part of these financial
statement
</TABLE>
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<PAGE>
[CAPTION]
AMAC, INC.
CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year ended April 30, 1999 and
From Inception to April 30, 1999
<TABLE>
For the Year From
Ended Inception To
April 30, 1999 April 30, 1999
-----------------------------------------------
<S> <C> <C>
TOTAL REVENUES $ 0 $ 0
-------------- -------------
OPERATING EXPENSES:
Accounting 0 2,400
Legal 0 10,000
Filing Fee 0 50
Other Start Up Cost 0 19,000
Fees to S. Power 100,300 100,300
Telephone & Utilities 1,993 1,993
Customs Expense 4,207 4,207
Bank Charges 392 392
Consultants 10,000 10,000
Stock Transfers 2,195 2,195
Office Expense 512 512
Sub-Contract 4,250 4,250
Amortization Lease Cost 583 583
Auto Lease 1,888 1,888
Freight & Postage 113 113
License - Permits 190 190
Taxes - Other 764 764
Conferences & Meetings 709 709
Travel 4,341 4,341
Dues & Subscriptions 58 58
Auto Expense 481 481
Interest 28 28
________________________________
TOTAL EXPENSES $133,004 $164,454
NET LOSS (133,004) (133,004)
Loss per Share prior
to 6.5 to 1 reverse (0.01334) (0.01644)
Loss Post Split (0.02640) (0.03644)
</TABLE>
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year ended April 30, 1998
<TABLE>
For the Year From
Ended Inception To
April 30, 1999 April 30, 1999
-----------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (133,004) $ (164,454)
-------------- ---------------
Adjustments to reconcile
Net Loss to net cash used
in operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and
Accrued Expenses 135,706 148,156
Net Cash Used in
Operating Activities 135,706 148,156
-------------- ---------------
Net Cash used in
Operating Activities 135,706 148,156
-------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Insurance of
Common Stock 0 19,000
-------------- ---------------
Net Change in Cash 2,702 2,702
Cash at Beginning of Period 0 0
Cash at End of Period $2,702 $2,702
The accompanying notes are an integral part of these financial
statement.
</TABLE>
<PAGE>
<PAGE>
AMAC, INC.
SHAREHOLDERS' EQUITY STATEMENT
For the Year Ended April 30, 1999
<TABLE>
<CAPTION>
Common Stock Issued Total Acc. Shareholder's
Shares Par Value Paid Capital Deficit Equity
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance as of
April 30, 1998 10,000,000 $10,000 $9,000 $(31,450) $ (12,450)
Shares Canceled
March 31, 1999 (10,000,000) (10,000)
Shares Issued
6.5 to 1 Reverse
Split March 8, 1999 1,538,461 1,538
Net Loss for
Year Ended 3,500,000 3,500 (133,004) (150,416)
------------------------------------------------------------------
Balance
Apr. 30, 1999 5,038,461 $5,038 $9,000 $(164,454) $(150,416)
</TABLE>
The accompanying notes are an integral part of these financial
statement.
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1999
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: AMAC, Inc., ("the Company") is a
for-profit corporation incorporated under the laws of the
State of Delaware on November 18, 1996.
On March 8, 1999 an acquisition agreement was reached between
Medic Media, Inc., and CMAC Industries Limited, a comany
incorporated under the laws of the Channel Island of Jersey and
its wholly owned subsidiary corporation American Marine
Amphibious Craft (AMAC) Inc., a company incorporated under the
laws of the State of Delaware. Medic Media purchased 100 shares
(100%) of the outstanding shares of CMAC. Consideration given
for the purchase of the above shares was 3,500,000 post-reverse
split shares of Medic Media, $0.001 par value voting common
stock. The M.M.I. common shares were issued to the individual
sellers. In March, 1999 the Medic Media name was changed to
AMAC. AMAC's principle objective is to manufacture an amphibious
craft and to sell the same to governmental agencies and the
public in general.
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. OTHER ASSETS: The development cost of the prototype includes
accrued interest payable to Gala Consultancy, Ltd. The
capitalized lease cost of the company vehicle is being amortized
over the 36 month term of the lease.
D. LIABILITIES: Auto lease is for a period of 36 months at
$314.73 per month. The vehicle is used by the Company CEO.
Because of the lack of credit history of the company, the lease
was obtained by an officer of the corporation. The wire advances
have been made by Gala Consultancy Ltd. Monies have been used
for operations for the fiscal year. Loan payable to Gala
Consultancy Ltd., represents monies advanced for the development
of the prototype.
E. CAPITAL: The Capital account reflects the 6.5 reverse split
of common stock.
F. 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.
NOTE 2 - USE OF OFFICE SPACE
The company uses 500 square feet of space for its executive
offices at 3800 N. Fairfax Dr. Arlington, Virginia. The rent is
being deferred until a future date.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, continued funding from Gala
Consultancy Ltd., and the corporation's ability to generate
revenue in the future.
The Company will require additional capital principally to meet
its costs for the implementation of its business plan and for
general and administrative expenses. The business plan includes
the development of a manufacturing site. Management estimates
the cost of the site at $250,000. Also an additional $500,000 to
produce the first unit. Estimated time to complete the first unit
is four months from the time the manufacturing site is ready
for production. It is not anticipated that the Company will be
able to meet its financial obligations through internal revenue
until manufacturing process is in place.
<PAGE>
<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has retained an independent accountant in the State
of Virginia, Frank Hanson CPA, to conduct an audit of the
Company's financials. The Company has chosen Mr. Hanson based on
the fact that he is located in the same state as the Company and
is therefore better able to conduct an audit of the Company and
liaise with management in order to obtain all relevant
information necessary to conduct the audit. The new accountant
was retained on July 1, 1999.
The Company's former accountant, Peter J. Repetti, is therefore
not conducting an audit of the Company and his services have not
been further retained. There were no disagreements, differences
of opinion or adverse opinions between the Company and the former
accountant. The decision to change accountants was recommended
by the Company's board of directors for the reason set forth
above. During the Company's prior two fiscal years during which
the former accountant audited the Company's financials, there
were no disagreements as per accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
A letter regarding the change in certified accountants is
attached to this filing as an Exhibit 16.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Name Age Position Held Family Relation
Lt. General
J.W. Morris (ret) 78 Chairman None
1329 Lynbrook Drive
Arlington, VA 22206
Sean Power 44 President & CEO None
7001 Dunhill Road
Baltimore, MD 21222
Capt. G.L. Smith (ret) 68 Director None
2236 Loch Lomond Drive
Vienna, VA
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 or regarding their position with the
Company.
Lt. General Morris, Chairman, retired in 1980 after serving as
Chief of the US Army Corp. of Engineers (USACE) for nearly five
years. He has had a long distinguished career in the US army
which began with his Westpoint academic career at the outset of
World War II. He has also worked directly with three US
Presidents, Nixon, Ford and Carter. He is a Fellow of the
Society of Military Engineers, and a Governor of Westpoint
Military Academy. He is a director of numerous corporations,
American and European. He has excellent contacts in Washington
DC and throughout the U.S. from his distinguished career in the
Military and as a member of the National Academy of Engineering.
He also was chair at the University of Maryland graduate course
in Engineering Management.
Sean Power, President, is a graduate of an Irish University and
has a post graduate MBA. He worked in the automotive industry
for Ford as well as being involved in the property and
construction industries. He is C.E.O. and will be in charge of
all the company's operations. Marketing and production are his
initial areas of responsibility. In late 1991, Mr. Power first
examined the possibility of producing a commercial wheeled
amphibious craft and then in 1992/3 produced prototypes which
were successfully licensed by both the UK Department off Trading
Industry, and by Lloyds of London. He has since been working on
establishing the market for these machines. He arranged all the
necessary finance to build the prototypes and has developed
relevant contacts in Government departments, industry and the
military throughout the world.
Capt. Lee Smith, Director, is a civil engineering graduate of
Penn State University and has a Masters Degree in management from
the Naval Post Graduate School. He has over thirty years
domestic and international experience in major management and
facilities engineering program, including construction,
maintenance, transportation, and utility systems. He also has
expertise in computer base maintenance management systems. He
completed his U.S. Navy engineering career as a Captain.
Richard J. Smith, Director, has served as the Company's interim
Chief Financial Officer and as a director since December 1998.
Mr. Smith is a Fellow of the Association of Chartered Certified
Accountants, qualifying in 1970. In 1972, he moved to Jersey
(Channel Islands) and after working as an audit manager for three
years moved to Hambros Channel Islands Trust Corporation as their
accountant. In 1978, he took a position as Finance Controller
with Avis Channel Islands car rental and motor dealership
operations. After the disposal of those businesses by Avis, he
became Chief Executive for the new private owner. In 1986 he
moved back into the finance industry as Deputy Finance Manager
for Save & Prosper in Jersey, Channel Islands, a Robert Fleming
fund management subsidiary. Since 1988, Mr. Smith has acted as a
Finance Director for Kevin R. Leech's portfolio of investments.
Kevin R. Leech, Director, is the Executive Chairman of ML
Laboratories plc, a United Kingdom company listed on the London
Stock Exchange which is engaged in the research and development
of ethical pharmaceuticals and related products. He is the co-
founder of ML and controls 53% of its equity. He is also
Executive Chairman of Queensborough Holdings plc, a United
Kingdom company listed on the London Stock Exchange whose
principal activities are in the leisure sector, and of which he
owns 29.7%. In addition, Mr. Leech is a director and principal
shareholder of numerous privately-owned companies resulting from
his role as a provider of private venture capital.
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 11. 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.
Sean Power is currently the only director with a salary. He
receive $72,000 per year and in addition has a relocation package
of $40,000 and is allowed reimbursement of all reasonable
expenses incurred as part of his position with the Company, such
as transportation and traveling.
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: Sean Power is currently the only director with
a salary. He receive $72,000 per year and in addition has a
relocation package of $40,000 and is allowed reimbursement of all
reasonable expenses incurred as part of his position with the
Company, such as transportation and traveling.
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 12. 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, 1999, 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
- ---------------- -------------------- --------
Burlington Associations 1,280,000 25.40%
St. Helier, England
General Capital Limited 409,060 8.12%
New York, New York
Melchrisea Holdings Ltd. 369,270 7.33%
Gibraltar
Partridge Ventures Ltd. 1,280,000 25.40%
St Helier, England
Technology Finance Ltd. 608,153 12.07%
London, England
Wing Capital Ltd. 540,000 10.72%
Gibraltar
John Morris (Director) 150,000 2.98%
Arlington, Virginia
G. Lee Smith (Director) 100,000 1.98%
Vienna, Virginia
The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 5,038,461 shares of common stock outstanding on April 30,
1999.
Sean Power, the Company's president, is the beneficial owner of
the 1,280,000 shares held by Burlington Associations.
Additionally, Kevin Leech, a director of the Company, is the
beneficial owner of the 1,280,000 shares held by Partridge
Ventures Ltd.
The Company does not have any arrangements, which the Company is
aware of, that may affect a change of ownership in the Company.
Item 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
To the best of Management's knowledge, during the fiscal year
ended April 30, 1999 there were no material transactions, or
series of similar transactions, except as attached, 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.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended April 30, 1999, 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, 1999, 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 14. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in this filing. Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
16 Letter regarding change in certified accountant
27 Financial Data Schedule
(C) 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.
<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: August 12, 1999
/s/ AMAC, INC.
(Registrant)
By: Sean Power
President and Director,
Chief Executive Officer
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of Delaware shall be at 1050 South State Street,
Dover, Delaware 19901. The registered agent in charge
thereof shall be Corp. America Inc.
Section 2. The corporation may also have offices at such
other places as the Board of Directors may from time to
time appoint or the business of the corporation may
require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the
words "Corporate Seal, Delaware".
ARTICLE III - STOCKHOLDERS'MEETINGS
Section 1. Meetings of stockholders shall be held at the
registered office of the corporation in this state or at such
place, either within or without this state, as may be selected
from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the
stockholders shall be held on the 30th day of December in each
year if not a legal holiday, and if a legal holiday, then on the
next secular day following at 11 o'clock a.m.., when they shall
elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If the annual
meeting for election of directors is not held on the date
designated therefor, the directors shall cause the meeting to be
held as soon thereafter as convenient.
Section 3. ELECTION OF DIRECTORS: Elections of the directors of
the corporation will be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the stock-
holders may be called at any time by the President, or the Board
of Directors, or stockholders entitled to cast votes at the
particular meeting. At any time, upon written request of any
person or persons who have duly called a special meeting, it
shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than sixty days after receipt of
the request, and to give due notice thereof. If the Secretary
shall neglect or refuse to fix the date of the meeting and give
notice thereof, the person or persons calling the meeting may do
so.
Business transacted at all special meetings shall be confined to
the objects stated in the call and matters germane thereto,
unless all stockholders entitled to vote are present and
consent.
Written notice of a special meeting of stockholders stating the
time and place and object thereof, shall be given to each
stockholder entitled to vote thereat at least 14 days before
such meeting, unless a greater period of notice is required by
statute in a particular case.
Section 5. QUORUM: A majority of the outstanding shares of
the corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than a majority of the outstanding shares entitled to
vote is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize
another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable proxy
regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the
corporation generally. All proxies shall be filed with the
Secretary of the meeting before being voted upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are
required or permitted to take any action at a meeting, a written
notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting
is called.
Unless otherwise provided by law, written notice of any meeting
shall be given not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at
such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action required to
be taken at any annual or special meeting of stockholders of a
corporation, or any action which may be taken at any annual or
special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less that the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders
who have not consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has charge of
the stock ledger of the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of
each stockholder. No share of stock upon which any installment
is due and unpaid shall be voted at any meeting. The list shall
be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be managed by its Board of Directors, three in number.
The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the
stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of
one year, and until his successor shall be elected and shall
qualify or until his earlier resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the Board
shall be held without notice at the registered office of the
corporation, or at such other time and place as shall be
determined by the Board.
Section 3. SPECIAL MEETINGS: Special Meetings of the Board
may be called by the President on 14 days notice to each
director, either personally or by mail or by telegram; special
meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of a majority
of the directors.
Section 4. QUORUM: A majority of the total number of
directors shall constitute a quorum for the transaction of
business.
Section 5. CONSENT IN LIEU OF MEETING: Any action required
or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case
may be, consent thereto in writing, and the writing or writings
are filed with the minutes of proceedings of the Board or
committee. The Board of Directors may hold its meetings, and
have an office or offices, outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors may
participate in a meeting of the Board, of a committee of the
Board or of the stockholders, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person
at such meeting.
Section 7. COMPENSATION: Directors, as such, shall not receive
any stated salary for their services, but by resolution of the
Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the
Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 8. REMOVAL: Any director or the entire Board of
Directors may be removed, with or without cause, by the holders
of a majority of the shares then entitled to vote at an election
of directors, except that when cumulative voting is permitted,
if less than the entire Board is to be removed, no director may
be removed without cause if the votes cast against his removal
would be sufficient to elect him if then cumulatively voted at
an election of the entire Board of Directors, or, if there be
classes of directors, at an election of the class of directors
of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen by the directors and shall be a President, Secretary
and Treasurer. The Board of Directors may also choose a
Chairman, one or more Vice Presidents and such other officers as
it shall deem necessary. Any number of offices may be held by
the same person.
Section 2. SALARIES: Salaries of all officers and agents of
the corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the corporation
shall hold office for one year and until their successors are
chosen and have qualified. Any officer or agent elected or
appointed by the Board may be removed by the Board of Directors
whenever, in its judgment, the best interest of the corporation
will be served thereby.
Section 4. PRESIDENT: The President shall be the chief
executive officer of the corporation; he shall preside at all
meetings of the stockholders and directors; he shall have
general and active management of the business of the
corporation, shall see that all orders and resolutions of the
Board are carried into effect, subject, however, to the right of
the directors to delegate any specific powers, except such as
may be by statute exclusively conferred on the President, to any
other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation. He shall be EX-OFFICIO a member of all
committees, and shall have the general power and duties of
supervision and management usually vested in the office of
President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk
thereof, and record all the votes of the corporation and the
minutes of all its transactions in a book to be kept for that
purpose, and shall perform like duties for all committees of the
Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the
Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, and under
whose supervision he shall be. He shall keep in safe custody
the corporate seal of the corporation, and when authorized by
the Board, affix the same to any instrument requiring it.
Section 6. TREASURER: The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation. He shall
disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings
of the Board, or whenever they may require it, an account of all
his transactions as Treasurer and of the financial condition of
the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall
be filled by the Board of Directors. Vacancies and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority of
the directors then in office, although less than a quorum, or by
a sole remaining director. If at any time, by reason of death
or resignation or other cause, the corporation should have no
directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of
stockholders in accordance with the provisions of these By-
law's.
Section 2. RESIGNATIONS EFFECTIVE AT FUTURE DATE: When one
or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by
attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual
hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its
other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person
who seeks the right to inspection, the demand under oath shall
be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf
of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in this state or at its
principal place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDEND, ETC.
Section 1. The stock certificates of the corporation shall
be numbered and registered in the share ledger and transfer
books of the corporation as they are issued. They shall bear
the corporate seal and shall be signed by the President and
Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on the
he books of the corporation upon surrender of the certificates
therefor, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing. No transfer shall be
made which inconsistent with law.
Section 3. LOST CERTIFICATE: The corporation may issue a new
certificate of stock in the place of any certificate signed by
it, alleged to have been lost, stolen or destroyed, and the
corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim
that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of
such new certificate.
Section 4. RECORD DATE: In order that the corporation may
determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not
be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other
action.
If no record date is fixed-.
(a) The record date for determining stockholders
entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given, if
notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(b) The record date for determining stockholders
entitled to express consent to corporate action in
writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on
which the first written consent is expressed.
(c) The record date for determining stockholders for
any other purpose shall be at the close of business on
the day on which the Board of Directors adopts the
resolution relating thereto.
(d) A determination of stockholders of record
entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
Section 5. DIVIDENDS: The Board of Directors may declare
and pay dividends upon the outstanding shares of the
corporation, from time to time and to such extent as they deem
advisable, in the manner and upon the terms and conditions
provided by statute and the Certificate of Incorporation.
Section 6. RESERVES: Before payment of any dividend there may
be set aside out of the net profits of the corporation such sum
or sums as the directors, from time to time, in their absolute
discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests
of the corporation, and the directors may abolish any such
reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and notes of
the corporation shall be signed by such officer or officers as
the Board of Directors may from time to time designate.
Section 2. FISCAL YEAR: The fiscal year shall begin on the first
day of January.
Section 3. NOTICE: Whenever written notice is required to
be given to any person, it may be given to such person, either
personally or by sending a copy thereof through the mail, or by
telegram, charge prepaid, to his address appearing on the books
of the corporation, or supplied by him to the corporation for
the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. Such
notice shall specify the place, day and hour of the meeting and,
in the case of a special meeting of stockholders, the general
nature of the business to be transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice is
required by statute, or by the Certificate or the By-law's of
this corporation, a waiver thereof in writing, signed by the
person or persons entitle to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the
giving of such notice. Except in the case of a special meeting
of stockholders, neither the business to be transacted at nor
the purpose of the meeting need be specified in the waiver of
notice of such meeting. Attendance of a person either in person
or by proxy, at any meeting shall constitute a wavier of notice
of such meeting, except where a person attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.
Section 5. DISALLOWED COMPENSATION Any payments made to an
officer or employee of the corporation such as a salary,
commission, bonus, interest, rent, travel or entertainment
expense incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service,
shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall
be the duty of the directors, as a Board, to enforce payment of
each such amount disallowed. In lieu of payment by the officer
or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation
has been recovered.
Section 6. RESIGNATIONS: Any director or other officer may
resign at any time, such resignation to be in writing and to
take effect from the time of its receipt by the corporation,
unless some time be fixed in the resignation and then from that
date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at each annual meeting a full and complete statement of
the business and affairs of the corporation for the preceding
year. Such statement shall be prepared and presented in
whatever manner the Board of Directors shall deem advisable and
need not be verified by a Certified Public Accountant.
ARTICLE XI - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who
was or is made a party or is threatened to be made a party or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigation (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer, of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer, employee or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Section shall be a contract right and shall include the right to
be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its disposition: provided,
however, that, if the Delaware General Corporation Law requires,
the payment of such expenses incurred by a director or officer
in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such
person while a director or officer), to repay all amounts so
advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT: If a written claim under
paragraph (a) of this Section has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the
Delaware Corporation law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior
to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
applicable standard or conduct, shall be a defense to the action
or create a presumption that the claimant has not met the
applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary contained in
sub-paragraphs (a) and (b) of this section, the corporation
shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons
whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under any By-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
(d) INSURANCE: The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee
or agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote
of stockholders entitled to cast at least a majority of the
votes which all stockholders are entitled to cast thereon, at
any regular or special meeting of the stockholders, duly
convened after notice to the stockholders of that purpose.
July 28, 1999
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AMAC Inc., f/k/a Medic Media Inc.
Dear Sir/Madam:
This firm is the former accountants for the above referenced
Company.
We are advised that the Company has retained another independent
accountant to conduct an audit of the Company's financial
statements. The Company's attorneys have provided us with a copy
of their disclosure to the Securities and Exchange Commission
regarding the change of accountants which we have reviewed.
Please be advised that we are in agreement with the
representations of the Company's attorneys as set forth in Item 9
of their disclosure.
Sincerely,
Graf Repetti & Co., LLP
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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