UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-12G/A
MEDIC MEDIA INC.
(Exact name of registrant as specified in its charter)
Delaware 133944580
- ---------------------- ------------------
State of Incorporation IRS Employer ID No.
590 Madison Avenue, New York, NY 10022
- -------------------------------- ------------------
Address of principal Executive Offices Zip Code
Registrant's Telephone Number (212) 521-4497
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No_______
As of April 30, 1998, the following shares of the Registrant's
common stock were issued and outstanding:
Voting common stock 10,000,000
Traditional Small Business Disclosure (check one):
Yes X No
<PAGE>
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INDEX
Item 1. DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . 3
Item 2. FINANCIAL INFORMATION . . . . . . . . . . . . . . . . 14
Item 3. DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . 23
Item 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . .23
Item 5. DIRECTORS AND EXECUTIVE OFFICERS. . . . . . . . . . . 24
Item 6. EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . 24
Item 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS. . . . . . . . . . . . . . . . . . .. . .26
Item 8. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . 27
Item 9. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.. . . . . . . . . . . . . 27
<PAGE>
<PAGE>
Item 1. DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
MEDIC MEDIA INC., (the "Company") was organized incorporated on
November 18, 1996 under the laws of the State of Delaware having
the stated purpose of engaging in any lawful act or activity for
which corporations may be organized under the General Corporation
Law of Delaware.
The initial objective of the Company was to develop a major
medical communications company in North America. This mission
was to be realized by using a range of information pathways,
including a nationally distributed health and medicine magazine,
a broadcast television program and an Internet site on the World
Wide Web. The Company performed a Regulation D 504 Offering 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 expand the Company and chose to pursue other
options. The current management were brought to the Company to
pursue alternative business opportunities, and after due
consideration, it was decided that the Company's best opportunity
would be to merge with or acquire an existing entity. The
majority of shares of the Company's common stock were acquired on
June 23, 1997 by Technology Finance Ltd. This entity, based in
the, United Kingdom, along with Melchrisea Holdings Ltd., based
in Gibraltar now own approximately 63.5% of the Company's
outstanding shares of common stock.
The Company is considered a development stage company and its
principal business purpose is to locate and consummate a merger
or acquisition with a private entity. Because of the Company's
current status having no assets and no recent operating history,
in the event the Company does successfully acquire or merge with
an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
The Company voluntarily filed a registration statement on Form 10
in order to make information concerning itself more readily
available to the public. Management believes that a reporting
company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. In addition, management believes that this might make
the Company more attractive to an operating business opportunity
as a potential business combination candidate. As a result of
filing its registration statement, the Company is obligated to
file with the Commission certain interim and periodic reports
including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file
these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable
provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any such business combination. Thus, in the
event that the Company successfully completes an acquisition or
merger with another operating business, the resulting combined
business must provide audited financial statements for at least
the two most recent fiscal years or, in the event that the
combined operating business has been in business less than
two years, audited financial statements will be required from the
period of inception of the target acquisition or merger
candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.
Since the original filing of the Form 10, the company entered
into a non-binding Letter of Intent Agreement with Automotive
Facilities Corporation, ("AFC") a Delaware Corporation, to
negotiate a definitive written acquisition Agreement, with the
goal of finalizing such definitive written acquisition agreement,
by December 14, 1998. The purpose of such Agreement was to
finalize the terms of a merger transaction wherein Medic
Media was to be the surviving corporation. The Company has now
ceased its negotiations with AFC and no acquisition agreement was
reached.
OPERATION OF THE COMPANY
Since the original filing of the Form 10, the company entered
into a non-binding Letter of Intent Agreement with Automotive
Facilities Corporation, ("AFC") a Delaware Corporation, to
negotiate a definitive written acquisition Agreement, with the
goal of finalizing such definitive written acquisition agreement,
by December 14, 1998. The purpose of such Agreement was to
finalize the terms of a merger transaction wherein Medic
Media will be the surviving corporation. A copy of that Letter
of Intent Agreement is attached hereto as Exhibit 10.
As set forth in the Letter of Intent with AFC, the parties agreed
that no definitive acquisition agreement would be entered until
the Company had a market made in the Company's common stock.
While AFC was attracted to the strengths of the Company's
management, AFC required a merger candidate to be a reporting
company to satisfy its intentions. However, AFC was not
satisfied that the Company had not satisfactorily passed the no
comment stage with the SEC after the filing of the initial Form
10. AFC indicated that it was not interested in pursuing a
merger transaction with the Company because the Company
cannot satisfy the needs of AFC to be a fully reporting company
with a trading symbol, at this time. As a result of the
foregoing, negotiations between the company and AFC have ceased
and the company will not conduct any negotiations in the future
with AFC or consummate a merger or business acquisition with AFC.
The Company is not aware of any news articles, press releases,
wire release, etc., which may have appeared in the last six
months concerning the Company, its business or services.
There is no trading activity in the Company's common stock.
The Company has also entered into a Letter of Engagement with
First London Securities Corporation ("First London"), a company
based in the State of Texas, to act as its financial advisor and
to furnish Investment Banking Services to the Company. A copy of
that Letter of Engagement is attached hereto as Exhibit 10. The
Company's objective in retaining First London is to develop
contacts and relationships within the investment community. The
Company has not previously utilized any other financial advisors
or consultants. The Company will utilize the services of First
London as a market maker once there is a market in the Company's
stock and the company has cleared the no comment stage with the
SEC and becomes a fully reporting company. There can be no
assurance however that the company will clear the no comment
stage and that there will be a market in the Company's stock.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses.
Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the
Company's directors will forego any compensation until such time
as the Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
The Company, at this time, does not intend to use any employees,
with the possible exception of part-time clerical assistance on
an as-needed basis. Outside advisors or consultants will be used
only if they can be obtained for minimal cost or on a deferred
payment basis. Management is confident that it will be able to
operate in this manner in its efforts to re-develop the
Company's business opportunities during the next twelve months.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
Management plans to independently investigate and research and,
if justified, potentially acquire or merge with one or more
businesses or business opportunities if the Company's management,
in their professional opinion, deem it advantageous. To this,
management retains broad discretion in its efforts.
The Company voluntarily filed a registration statement on Form 10
in order to make information concerning itself more readily
available to the public. Management believes that a reporting
company under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") could provide a prospective merger or
acquisition candidate with additional information
concerning the Company. In addition, management believes that
this might make the Company more attractive to an operating
business opportunity as a potential business combination
candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim
and periodic reports including an annual report containing
audited financial statements. The Company intends to continue to
voluntarily file these periodic reports under the Exchange Act
even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
MANAGEMENT
Management expects to devote a minimal amount of time to the
Company's activities and estimates that such time shall be
approximately 5 hours per week.
The Company does not intend to issue any stock to management,
promoters or their affiliates or associates, prior to a merger.
In the event a merger is undertaken, then there is a possibility
that additional stock may be issued as part of such merger
agreement.
The management of the Company previously intended to promote
another entity, Ascot Group and possible conflicts may have
arisen. However, Ascot Group on December 21, 1998 entered into
an Acquisition Agreement with another entity Bioenvision and,
after closing the merger of that agreement, the promoters of the
Company will no longer promote Ascot Group. To the best of the
Company's knowledge, no conflicts will therefore exist for the
promoters of the Company as the promoters would resign as the
directors of Ascot Group. The shareholders of Medic Media and
Ascot are different.
The Company has no current plans to issue securities prior to the
identification of a merger candidate.
The Company intends to proceed to seek out a target company
through its contacts and Letter of Agreement with First London
Securities Corporation. The Company further intends to utilize
First London Securities as a market maker for the Company's
securities. The extent of First London's role as such market
maker is defined in the Letter of Agreement between the Company
and First London and, at this time, the Company does not intend
to solicit or seek out any other entity to act as a market maker.
The Company's promoters and management have not been involved
with any previous blank check offerings.
DISCUSSION ON PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure relating to the market for penny
stocks in connection with trades in any stock defined as a penny
stock. Securities and Exchange Commission regulations generally
define a penny stock to be an equity security that has a market
price of less than $5.00 per share, subject to certain
exceptions. Such exceptions include any equity security listed on
NASDAQ or a national securities exchange and any equity security
issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for
three years, (ii) net tangible assets of at least $5,000,000, if
such issuer has been in continuous operation for less than
three years, or (iii) averageannual revenue of at least
$6,000,000, if such issuer has been in continuous operation for
less than three years. Unless an exception is available, the
regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith. The
impact of the regulations applicable to penny stocks on the
Company's securities is to reduce the market liquidity of the
Company's securities by limiting the ability of broker/dealers to
trade the Company's securities and the ability of purchasers of
the Company's securities to sell their securities in the
secondary market. The low price of the Company's Common Stock
also has a negative effect on the amount and percentage of
transaction costs paid by individual shareholders and the
potential ability of the Company to raise additional capital by
issuing additional shares. The primary reasons for these
effects include the internal policies of certain institutional
investors that prohibit the purchase of low-priced stocks, the
fact that many brokerage houses do not permit low-priced stocks
to be used as collateral for margin accounts or to be purchased
on margin and certain brokerage house policies and practices that
tend to discourage individual brokers from dealing in low-priced
stocks. In addition, since broker's commissions on low-priced
stocks represent a higher percentage of the stock price than
commissions on higher priced stocks, the current low share price
of the Common Stock results in individual shareholders paying
transaction costs that are a higher percentage of their total
share value than would be the case if the Company's share price
were substantially higher.
The Company intends to apply for listing on the OTC Bulletin
Board as soon as it consummates a merger or acquisition and meets
the eligibility requirements. There can be no assurance that at
any time the Company would be able to satisfy some or all listing
requirements or that any proposed reverse stock split will be
approved by the shareholders or successfully implemented
following such approval.
SELECTION OF OPPORTUNITIES
At the present, the Company does not intend to raise any capital
through any public or private placement of its common stock. In
the event that the Company finds a successful merger candidate,
there is nothing in the Company's charter that the merger
candidate cannot issue additional shares to raise additional
funding for acquisitions.
The company has obtained an advance of funds from Technology
Finance which is utilized to cover the statutory obligations of
the company. The terms of advancement allow Technology Finance
to advance to the Company funds up to a limit of $50,000 to
enable the Company to comply with statutory filings and to enable
the Company to pursue the consummation of a potential
merger/business combination. These funds will be repayable
either in cash or securities upon the consummation of a
merger/business combination.
FORM OF ACQUISITION
In the event the Company consummates a merger transaction or
acquisition, the Company believes that there will be a change in
control in the Company. The Company believes that any merger
would include the new issuance of common stock in the Corporation
to a potential merger candidate followed by a reverse split of
the Company's issued common stock thereby effectively passing
control of the Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company. The Company does not foresee that any terms of
sale of the shares presently held by officers and/or directors
of the Company will also be afforded to all other shareholders of
the Company on similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion
of a resolution of the Board of Director's of the Company,
contained in the Company's minutes. In the event management
wishes to actively negotiating or otherwise consenting to the
purchase of any portion of their common stock as a condition to
or in connection with a proposed merger or acquisition, this
would need to be disclosed to the Board of Directors and
entered into the Company's minutes. The company's shareholders
will be afforded an opportunity to approve or consent to any
particular stock buy-out transaction or merger.
The major shareholders of the Company, Technology Finance Ltd.,
and Melchrisea Holdings Ltd., own 39.5 percent and 24 percent,
respectively, of the Company's outstanding shares of common
stock. They are therefore capable of asserting influence over
the management of the Company's affairs. Both entities will
continue to exercise their voting rights to continue to elect the
current directors to the Company's Board of Directors.
The Company has not adopted a policy relating to a cash finder's
fee to anyone who finds a transaction which is consummated by the
Company. The Company does not intend to issue securities (debt
or equity) as a finder's fee. Finder's fees will not be payable
to officers, directors or promoters of the company and no action.
For this reason, no plan of action has currently been undertaken
to prevent any conflict of interest regarding the payment of such
fees to officers, directors or promoters of the company.
There is no present potential that the Company may acquire or
merge with a business or company in which the Company's
promoters, management or their affiliates or associates, directly
or indirectly, have an ownership interest. Existing corporate
policy does not permit such transactions, unless disclosed by the
individual with such interest and consent to by the Board of
Directors. This policy based upon an understanding between
management and the Board of Directors. Management is unaware of
any circumstances under which this policy, through its own
initiative, may be changed.
YEAR 2000 DISCLOSURE
The Company is aware of the Year 2000 issue and states that it
currently does not maintain any material active operations which
it foresees will be impacted by the Year 2000 problem.
Management therefore does not anticipate that the company will be
affected by this issue, financially or otherwise. This
disclosure complies with the directives of the Securities and
Exchange Commission, specifically Staff Legal Bulletin No. 5
(CF/IM), regarding Year 2000 issues.
BLUE SKY CONSIDERATIONS
After the Company's original business plan ceased, the Company
became a "blank check" company as defined by the Securities and
Exchange Commission. The SEC defines a blank check company as one
which has no specific business or plan other than to consummate
an acquisition of or merge into another business or entity. A
number of states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Additionally, some states
prohibit the initial offer and sale as well as any subsequent
resale of securities of shell companies to residents of their
states. For this reason, management advises that any potential
investor who has an interest in the Company should consult local
Blue Sky counsel to determine whether the state within which that
investor resides prohibits the purchase of shares of the Company
in that jurisdiction.
Once the Company has acquired or merged with another entity, the
Company will no longer be considered a "blank check" company.
Additionally, shareholders of the Company have not entered into
any "lock-up" letter agreement, which would prevent them from
selling their respective shares of the Company's common stock
until such time as the Company consummates a merger with or
acquisition of another company.
GENERAL COMMENT ON THE AMENDMENT
In response to the first round of comments to the Form 10 filed
by the Company on July 10, 1998 through a commercial filing
agent. The Company filed an amendment to that Form 10 on October
20, 1998 which utilized the EDGAR filing system. The second
filing was classified as a Form 10-KSB/A based upon discussions
between the Company's counsel and the SEC's Edgar Division which
indicated that, as the Company was a small business, the
amendment should be made as a "KSB/A".
These instructions were erroneous and pursuant to the
instructions of the SEC, as set forth in its letter dated
November 18, 1998, the Company has filed this amended Form 10-A.
CERTAIN EVENTS
The Company filed a Form 10 on July 10, 1998 however this Form 10
was prepared in June 1998 and approved for filing by the Company
on June 18, 1998. The prepared Form 10 was forwarded to a
commercial filing agent which, after two unsuccessful attempts to
file the Form 10, ultimately effectuated the filing on July 10th.
The Company nevertheless on July 8, 1998 was introduced to
Automotive Facilities Corporation ("AFC") for the purpose of
discussing a potential merger transaction. The Company did not
have discussions with its New York counsel regarding this matter
and was unaware that such an event required disclosure in the
Form 10 which it had approved for filing on June 18, 1998.
Nevertheless, on July 14, 1998, after preliminary discussions
with AFC, the Company entered into a Letter of Intent with AFC
for the purpose of further discussing the terms of a potential
merger transaction. The Letter of Intent was non-binding. The
Company also entered into a Letter of Engagement on July 29, 1998
with First London Securities Corporation ("First London") to act
as its financial advisor and to furnish Investment Banking
Services to the Company. Subsequently, the Company filed a Form
15(c)2-11 with the NASD to obtain a trading symbol and obtain
permission to make a market in the Company's stock. Approval of
the Form 15(c)2-11 is still pending and there are no guarantees
that such approval will be granted or that there will be a market
in the Company's stock.
The SEC on September 9, 1998 issued a first round of comments
regarding the Company's Form 10 filing. In response to those
comments, the Company disclosed its discussions with AFC and its
Letter of Engagement with First London. The Company also
extended the original Letter of Intent with AFC and held off
filing its amendment to the Form 10 until that extension was
obtained.
As set forth in the Letter of Intent with AFC, the parties agreed
that no definitive acquisition agreement would be entered until
the Company had a market made in the Company's common stock.
While AFC was attracted to the strengths of the Company's
management, AFC required a merger candidate to be a reporting
company to satisfy its intentions. However, AFC was not
satisfied that the Company had not satisfactorily passed the no
comment stage with the SEC after the filing of the initial Form
10.
The second Letter of Intent has expired and no extension has been
executed. AFC has indicated that it is not interested in
pursuing a merger transaction with the Company because the
Company cannot satisfy the needs of AFC to be a fully reporting
company with a trading symbol.
The Company and AFC are no longer discussing any potential merger
or business acquisition and it is not likely that any new letter
of intent will be entered into between the parties. The Company
has learned that AFC is seeking to negotiate transactions with
other entities and will not be conducting any discussions further
with the Company. The Company will not be consummating any
merger or business acquisition with AFC or enter into any new
letter of intent with AFC.
The Company is not aware of any news articles, press releases,
wire release, etc., which may have appeared in the last six
months concerning the Company, its business or services.
There is no trading activity in the Company's common stock. The
Company has filed a Form 15(c)2-11 which has yet to be approved
by the NASD.
<PAGE>
<PAGE>
Item 2. FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Medic Media, Inc.
We have audited the accompanying balance sheet of Medic Media,
Inc., as of April 30, 1998 and the related statements of income,
cash flows and stockholders' equity for the year then ended.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statement based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Medic Media, Inc., as of April 30, 1998, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As
discussed, in Note 3 to the financial statements, the Company has
losses from operations and a net capital deficiency, which raise
substantial doubt about its ability to continue as a gong
concern. Management's plans regarding those matters also are
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Peter J. Repetti
New York, New York
June 11, 1998
<PAGE>
<PAGE>
[CAPTION]
MEDIC MEDIA, INC.
BALANCE SHEET
As of April 30, 1998
<TABLE>
<CAPTION>
APRIL 30, 1998
___________________
<S>
<C>
ASSETS
Current Assets
Cash $ 0
Other Current Assets 0
-------------
Total Current Assets $ 0
Other Assets 0
-------------
Total Assets $ 0
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 0
Accrued Expenses 12,450
-------------
Total Current Liabilities $12,450
Other Liabilities 0
-------------
Total Liabilities $12,450
Shareholders' Equity
Common Stock, $.001 par value,
Authorized 25,000,000 shares;
Issued and Outstanding
10,000,000 shares $10,000
Additional Paid In Capital 9,000
Deficit Accumulated During
the Development Stage (31,450)
-------------
Total Shareholders' Equity (12,450)
-------------
Total Liabilities and
Shareholders' Equity $ 0
=============
The accompanying notes are an integral part of these financial
statement
</TABLE>
<PAGE>
<PAGE>
[CAPTION]
MEDIC MEDIA, INC.
INCOME STATEMENT
For the Year ended April 30, 1998
<TABLE>
For the Year From
Ended Inception To
April 30, 1998 April 30, 1998
-----------------------------------------------
<S> <C> <C>
TOTAL REVENUES $ 0 $ 0
-------------- -------------
OPERATING EXPENSES:
Accounting 2,400 2,400
Legal 10,000 10,000
Filing Fee 50 50
Other Start Up Cost 0 19,000
-------------- -------------
Net Loss (12,450) (31,450)
-------------- -------------
Loss Per Share (0.001245) (0.032817)
-------------- -------------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,000,000 9,958,333
-------------- -------------
</TABLE>
<PAGE>
<PAGE>
[CAPTION]
MEDIC MEDIA, INC.
STATEMENT OF CASH FLOWS
For the Year ended April 30, 1998
<TABLE>
For the Year From
Ended Inception To
April 30, 1998 April 30, 1998
-----------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (12,450) $ (31,450)
-------------- ---------------
Adjustments to reconcile
Net Loss to net cash used
in operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and
Accrued Expenses 12,450 12,450
-------------- ---------------
Total Adjustment 12,450 12,450
-------------- ---------------
Net Cash used in
Operating Activities 0 (19,000)
-------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Insurance of
Common Stock 0 (19,000)
-------------- ---------------
Net Cash Provided by
Financing 0 0
Net Change in Cash 0 0
-------------- ---------------
Cash at Beginning of Period 0 0
Cash at End of Period $ 0 $ 0
-------------- ---------------
Supplemental Disclosure
of Cash Flow Information
Cash Paid During the Period for
Interest Expense $ 0 $ 0
-------------- ---------------
Corporate Taxes 0 0
-------------- ---------------
The accompanying notes are an integral part of these financial
statement.
</TABLE>
<PAGE>
<PAGE>
MEDIC MEDIA, INC.
SHAREHOLDERS' EQUITY STATEMENT
For the Year ended April 30, 1998
<TABLE>
<CAPTION>
Common Stock Issued Total Acc.
Shareholder's
Shares Par Value Paid Capital Deficit
Equity
- -----------------------------------------------------------------
- --
<S> <C> <C> <C> <C>
<C>
Issuance of
9,000,000 shares
Nov. 18, 1996 9,000,000 $9,000 $ 0 $ 0
$9,000
Issuance of
1,000,000 shares
Dec. 29, 1998 1,000,000 1,000 9,000 0
10,000
Net Loss for the
Period from
Inception to
Apr. 30, 1997 0 0 0 19,000
0
Balance
May 1, 1997 10,000,000 $10,000 $9,000 (19,000)
0
Net Loss for
the Year Ended
Apr. 30, 1998 0 0 0 (12,450)
(2,450)
- --------------------------------------------------------------
Balance
Apr. 30, 1998 10,000,000 $10,000 $9,000 $(31,450)
($12,450)
</TABLE>
The accompanying notes are an integral part of these financial
statement
<PAGE>
<PAGE>
[CAPTION]
MEDIC MEDIA, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 1998
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: Medic Media, Inc., ("the Company")
is a for-profit corporation incorporated under the laws of the
State of Delaware on November 18, 1996. The Company has one
wholly owned subsidiary, Medic Media, incorporated in the United
Kingdom. Medic Media Inc.'s principle objective is to locate and
consummate a merger or acquisition with a private entity.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly, revenue is
recognized when earned and expenses when incurred.
C. CASH AND CASH EQUIVALENTS: For purposes of the statements of
cash flows, the Company considers all short-term investments with
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern. See Note 3.
NOTE 2 - USE OF OFFICE SPACE
The company uses 1,000 square feet of space for its executive
offices at 11 Waterloo Place, London, UK which it receives from
one of its shareholders at no cost.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company established its office in London, UK on November 18,
1996 when it began the initial development of its business plan.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to April 30,
1996 no revenue and a net loss from operations of $31,450. As of
April 30, 1996, the Company had a net capital deficiency of
$12,450.
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The Company may require additional capital principally to meet
its costs for the implementation of its business plan, for
general and administrative expenses and to fund costs associated
with its acquisition of a merger candidate. It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future. Medic Media Inc., does not have a working capital line
of credit with any financial institution. Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding. The Company
anticipates that its existing capital resources will enable it to
maintain its current implemented operations for at least 12
months.
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Item 3. DESCRIPTION OF PROPERTY
The company's administrative offices are located at 590 Madison
Avenue, New York, New York 10022 which are the offices of a major
shareholder and are utilized free of charge. The Company does
not own or control any material property.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of April 30, 1998, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent of
Beneficial Beneficial Ownership Class
Melchrisea Holdings Ltd. 2,400,000 24%
25 Turnbulls Lane
Gibraltar
Technology Finance Ltd. 3,950,000 39.5%
Trafalgar House
11 Waterloo Place
London
Mr. Linden Boyne and his family, collectively, control 609,155
shares of the Company's outstanding common stock and also own ten
(10%) percent of the common stock of Technology Finance Ltd.,
which is 395,300 of the total issued and outstanding shares of
Technology Finance Ltd. Mr. Basil Parker and his family,
collectively, control 608,755 shares of the Company's outstanding
common stock and also own ten (10%) percent of the common stock
of Technology Finance Ltd., which is 395,300 of the total issued
and outstanding shares of Technology Finance Ltd.
Both of the Company's majority shareholders, Melchrisea Holdings
Ltd., and Technology Finance Ltd., are investment companies. Mr.
Boyne owns ten (10%) percent of the common stock of Technology
Finance Ltd., which is 395,300 of the total issued and
outstanding shares of Technology Finance Ltd. Mr. Parker also
owns ten (10%) percent of the common stock of Technology Finance
Ltd., which is 395,300 of the total issued and outstanding shares
of Technology Finance Ltd. Melchrisea Holdings Ltd., is also a
majority shareholder in Technology Finance Ltd.
Item 5. DIRECTORS AND EXECUTIVE OFFICERS
Name Age Position Held Family Relation
Basil R. Parker 48 President and Director None
Linden J.H. Boyne 54 Secretary-Treasurer
and Director None
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respect to the
election of directors.
Both Basil R. Parker, the current Company President and Director,
and Linden J. H. Boyne, the current Company Secretary-Treasurer
and Director, will be engaged in the operations of the Company
and their efforts will be materials to the Company's success.
They oversee the Company's search in locating potential business
opportunities and targeting an entity to undertake a merger
transaction. Additionally, they report to the shareholders
regarding their progress and are open to receiving input from the
majority shareholders, Melchrisea Holdings Ltd., and Technology
Finance Ltd.
Messrs. Boyne and Parker have worked together for twenty-five
years, maintain excellent contacts in the United Kingdom business
community and have run various businesses. The largest which
they have run is the NSS Newsagents, a national chain in the
United Kingdom which maintains over 500 stores in the United
Kingdom. Mr. Parker has been President and director of the
Company since June 23, 1998. For the past seven years, he
has worked for Rosegold Ltd. Shopfittes and is currently Managing
Director of the company. Mr. Boyne has been Secretary-Treasurer
and director of the Company since 1998. Since 1991 he has been
Secretary of a number of companies principally Rosegold Ltd.
Shopfittes.
Prior to their departure, the former management introduced the
current management with whom they had a business acquaintance,
specifically Messrs. Linden Boyne and Basil Parker, to the
shareholders and recommended them to take over the management of
the Company which they did. Current management advised that the
Company's best course would be to seek a merger with, or
acquisition of, another entity.
There are no agreements or understandings for any officer or
director to resign at the request of another person and there are
no officers or directors at this time, or in the foreseeable
future, acting on behalf of or at the direction of any other
person.
To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two yeas before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing; (2) was
convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses); (3) was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing,
or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws; (4) was the subject of
any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right
of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activity; (5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law and the judgment in
subsequently reversed, suspended or vacate; (6) was found by a
court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated.
Item 6. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the year
ended April 30, 1998, nor at any of its officers, directors or
any other persons and no such agreements are anticipated in the
immediate future. It is intended that the Company's directors
will forego any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide remuneration. As of the date hereof, no
person has accrued any compensation form the Company.
The payment of compensation to the directors of the Company by
any target company will not be a criteria of consideration for
any merger.
COMPENSATION TABLE: None; no form of compensation was paid to
any officer or director at any time during the last two fiscal
years.
CASH COMPENSATION: There was no cash compensation paid to any
director or executive officer of the Company during the two
fiscal years ended April 30, 1998.
BONUSES AND DEFERRED COMPENSATION: None
COMPENSATION PURSUANT TO PLANS: None
PENSION TABLE: None
OTHER COMPENSATION: None
COMPENSATION OF DIRECTORS: None
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
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Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH
MANAGEMENT AND OTHERS
To the best of Management's knowledge, during the fiscal year
ended December 31, 1996 and 1997, there was no material
transactions, or series of similar transactions, since the
beginning the Company's last fiscal year, or any currently
proposed transaction, or series of similar transactions, to which
the Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company's common
stock, or any member of the immediate family of any of the
foregoing persons, has an interest. Technology Finance Ltd., has
advanced funds to pay for attorney's fees and accounting fees for
the preparation of the Form 10, and will continue to advance such
funds as needed for future reporting and compliance, for which it
will be reimbursed by the Company. These shareholder advances
totaled nil in the fiscal year ended April 30, 1997 and $23,850
since that date.
Technology Finance has placed a cap of $50,000.00 on the amount
of funds which it will advance to the Company. There is a
written memorandum agreement that Technology Finance will receive
repayment of such funds upon the consummation of a merger or
acquisition by the Company. Technology Finance has advanced such
funds with the expectation that the infusion of capital into the
Company will enhance its growth potential and subsequent
realization of profit which will be realized by the Company's
shareholders.
Technology Finance Ltd., is a shareholder of the Company, owning
39.5% of the outstanding common stock of the Company. Technology
Finance has advanced funds to the Company to pay for its
statutory filing costs, attorney's fees and accounting fees and
will continue to advance such funds as needed for future
reporting and compliance. The maximum amount of funds Technology
Finance will advance is $50,000. To date, Technology Finance has
advanced $23,850 to the Company. The Company will repay this
advancement of funds upon the consummation of a merger or
acquisition by the Company. This agreement has been memorialized
in writing pursuant to a written agreement between the Company
and Technology Finance which has been attached to this filing as
an Exhibit 10. Technology Finance has advanced these funds with
the expectation that the infusion of capital into the Company
will enhance its growth potential and subsequent realization of
profit which will be realized by the Company's shareholders.
The Company will consider the repayment of the funds advanced by
Technology Finance as a criteria in selecting a target company to
consummate a merger or business acquisition. The reason for
including repayment of the funds as a criteria is that the
Company wishes to consummate a merger or business transaction
which will be able to repay the debt owed to Technology Finance.
If a target company cannot repay this debt, then it will not be
part of any merger or business acquisition with the Company.
The reference to the fiscal year ended April 30, 1996 in the
previous filing under this section was purely an oversight and no
funds were advanced to the Company at that time. The reference
to the fiscal year ended April 30, 1997 in the previous filing
under this section was included for informational purposes to
inform readers that no funds were advanced to the Company from
its inception during that period.
The date of the advancement of funds by Technology Finance to the
Company was January 5, 1998 as set forth in a written agreement
between the Company and Technology Finance which has been
attached to this filing as an Exhibit 10. Technology Finance has
advanced funds to the Company to pay for its statutory filing
costs, attorney's fees and accounting fees and will continue to
advance such funds as needed for future reporting and compliance.
Technology Finance has advanced these funds with the expectation
that the infusion of capital into the Company will enhance its
growth potential and subsequent realization of profit which will
be realized by the Company's shareholders.
The Company entered into a Letter of Engagement on July 29, 1998
with First London Securities Corporation ("First London") to act
as its financial advisor and to furnish Investment Banking
Services to the Company. The fee to be paid to First London is
$5,000.00. A copy of that Letter of Engagement has been attached
to this filing as an Exhibit 10. The Company's objective in
retaining First London is to develop contacts and relationships
within the investment community. The Company has not previously
utilized any other financial advisors or consultants. The
Company will utilize the services of First London as a market
maker once there is a market in the Company's stock and the
company has cleared the no comment stage with the SEC and becomes
a fully reporting company. There can be no assurance however
that the company will clear the no comment stage and that there
will be a market in the Company's stock. At this point, there is
no market for the Company's stock and therefore First London is
not rendering any services on behalf of the Company. However,
the Company has filed a Form 15(c)2-11 with the NASD to obtain a
trading symbol and obtain permission to make a market in the
Company's stock. Approval of the Form 15(c)2-11 is still pending
and there are no guarantees that such approval will be granted or
that there will be a market in the Company's stock. Once, and
if, approval is granted, First London will render its services
under the Letter of Engagement and begin to create a market for
the Company's common stock.
The Company will consider the payment of the fee to First London
as a criteria in selecting a target company to consummate a
merger or business acquisition. The reason for including
repayment of First London's fee as a criteria is that the Company
wishes to consummate a merger or business transaction which will
be able to pay this fee in order for a market to be made in the
Company's stock. If a target company cannot pay this debt, then
it will not be part of any merger or business acquisition with
the Company. Additionally, the Company may utilize an
advancement of funds from its agreement with Technology Finance
to pay the fee to First London.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
CERTAIN BUSINESS RELATIONSHIPS
During the fiscal years ended April 30, 1997 and 1998, there were
no material transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT
To the best of Management's knowledge, during the fiscal years
ended April 30, 1996 and 1997, there were no material
transactions, or series of similar transactions since the
beginning of the last fiscal years, or any currently proposed
transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the Company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS
To the best knowledge of management, no such transactions exist.
Item 8. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company is not aware of any quotations for its common stock
now or at any time within the past two years.
The Company has entered into an agreement with First London
Securities Corporation for the development of relationships with
the investment community and to also develop a trading market in
the Company's common stock. First London has filed a Form
15(c)2-11 with the NASD which is still pending. There are no
assurances however that the company's filing will be approved nor
that there will exist a market for the Company's common stock.
The company has 142 shareholders and the representation in its
original Form 10 was erroneously misstated. The company obtained
142 shareholders as follows: There were 13 shareholders who
purchased shares of the Company as part of its Regulation D 504
Offering. Those shareholders are identified in the shareholders'
register attached hereto as an Exhibit 99. Portions of those
shares were sold to other individuals and entities bringing to 23
the total number of shareholders resulting from the Regulation D
504 Offering. Those shareholders are also identified in the
shareholders' register attached hereto as an Exhibit 99.
On June 23, 1997, Technology Finance Ltd., acquired 9,000,000
shares during the restructuring of the Company from the Company's
original promoters who, because of inactivity in the company,
elected to pursue other options and did not want to continue to
promote the Company. The registration of these securities were
exempt from registration pursuant to Section 4(1) of the
Securities Act of 1933. Technology Finance is not an issuer, or
in a control relationship with the issuer, and not an underwriter
or dealer as defined in Section 2(11) of the 1933 Act and was
therefore exempt from the provisions of Section 5 which require
registration. Technology Finance never possessed a distributory
intent at the time it acquired these shares and therefore does
not come into the meaning of the term "underwriter" as defined in
Section 2(11) of the 1933 Act. The 9,000,000 shares which
Technology Finance received were legended Rule 144 stock.
Technology Finance Ltd., acquired 9,000,000 shares during the
restructuring of the Company from the Company's original
promoters who, because of inactivity in the company, elected to
pursue other options and did not want to continue to promote the
Company. The original promoters also felt that the interests of
the Company, and the investors who subscribed to the Regulation D
504 Offering, would best be served by transferring the 9,000,000
shares to Technology Finance who would seek to locate a merger or
business acquisition for the Company and provide funding to
insure that the company's administrative costs were met. No
consideration was paid by Technology Finance for the shares,
which were restricted under Rule 144.
On January 5, 1998, Technology Finance distributed 5,050,000
shares to its 118 shareholders as part of a stock dividend on a
pro-rata basis according to the shareholders' holding percentage
in Technology finance. Those shareholders are also identified in
the shareholders' register attached hereto as an Exhibit. These
shares were restricted as legended 144 stock because the transfer
was deemed to be to an affiliate. The transfer and registration
of the shares were exempt pursuant to Section (4)1 of the
Securities Act of 1933, as the transaction did not involve an
issuer, underwriter or dealer. The shareholders who acquired the
5,050,000 shares, and who have been identified in the
shareholder's list attached to the filing as an Exhibit, were not
issuers, underwriters or dealers as defined in the 1933 Act and
therefore were exempt from the provisions of Section 5 which
require registration. Additionally, the shareholders who
acquired the 5,050,000 shares were deemed affiliates of
Technology Finance therefore entitled to the exemption from
registration under Section 4(1) of the 1933 Act and,
alternatively, also Section 4(1/2) of the 1933 Act. The provisions
of Section 4(1/2) exempt from registration the private sale of
Restricted Securities to sophisticated investors. The
shareholders who acquired the 5,050,000 shares were sophisticated
investors, who possessed business experience, knowledge of the
financial markets and capable of evaluating the risks and benefit
of an investment. Therefore, this transaction met the threshold
requirements of the Section 4(1/2) exemption.
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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: January 21, 1999
/s/ Medic Media Inc.
(Registrant)
By: B.R. Parker
President and Director,
Chief Executive Officer
Letter of Intent
Between the parties, Medic Media Inc, a Delaware corporation, of
590 Madison Avenue, New York NY10022 and (hereinafter "Medic "),
and Automotive Facilities Corporation, Inc, a Delaware
corporation, located at City Centre Bellevue, Suite 730, 500
108th Avenue, Bellevue, WA98004 (hereinafter "AFC "), dated 14th
July, 1998.
1. As soon as practical following the date hereof, the parties
shall commence negotiation of a definitive written acquisition
Agreement, with the goal of finalizing such definitive written
acquisition agreement by 14th October, 1998. The definitive
acquisition Agreement shall contain such mutually agreeable
terms, provisions, warranties, representations, covenants,
indemnifications and agreements consistent with this letter of
intent. Notwithstanding the other provisions of this letter of
intent or any past, present or future approvals by the
managements, Boards of Directors or stockholders of Medic or AFC
(including the preliminary authorizations to proceed with
negotiations by the parties' Boards of Directors), or any past,
present or future indications of assent or that some or all
matters under negotiation have been resolved, it is understood
and agreed that neither party to this proposed transaction will
be under any legal obligation with respect to the proposed
transaction (except (a) as set forth in paragraph 6 (Due
Diligence), paragraph 7 (No shop), paragraphs 8 through 10
(Confidentiality), paragraph 12 (Publicity), paragraph 13
(Expenses), and (b) this sentence and the next succeeding
sentences, all of which are understood to constitute legally
binding obligations of the parties hereto), and no offer or
binding commitment shall be implied, unless and until a
definitive written acquisition Agreement providing for the
transaction has been executed and delivered by the parties
thereto, whereupon the provisions of such definitive written
acquisition agreement shall control. Prior to such execution and
delivery of a definitive written acquisition Agreement by the
parties, (i) no withdrawal from or termination of negotiations
for the proposed transaction, for any reason or no reason, shall
be deemed to be in bad faith and (ii) neither party shall be
deemed to have relied to its detriment on representations by the
other party of its intent to pursue or conclude the proposed
transaction. The term"definitive written acquisition Agreement"
does not include any public announcement by any or all of the
parties hereto. This paragraph may not be amended, modified or
waived by the express or implied conduct of the parties, except
by written agreement signed by the officers of the parties,
expressly amending, modifying or waiving this paragraph.
2. Within 90 days of the date of the execution of this
letter of intent, the parties agree to consummate a definitive
written acquisition Agreement wherein Medic will be the surviving
corporation. The definitive written acquisition Agreement will
provide that AFC stockholders will receive, on a pro rata basis,
in accordance with their stockholdings in AFC, (1) 9,500,000
newly issued shares of" common stock, par value $0.01 per share,
of Medic ("Medic Common Stock"). The definitive written
acquisition Agreement will provide further that Medic will
conduct a 20 for 1 reverse split leaving 500,000 shares of Medic
common stock, representing 100% of the issued and outstanding
share capital stock issuance of Medic pre-acquisition with AFC.
3. The name of Medic Media, Inc. will be changed to
Automotive Facilities, Inc.
4. It is understood that this proposed transaction is subject
to the successful resolution of certain tax, financial,
accounting and structural matters and is conditioned upon the
completion of satisfactory due diligence as set forth herein,
the approval of Medic 's and AFC 's Boards of Directors and
stockholders and Medic receiving authorization to trade on a
mutually acceptable stock exchange, Each party has received
Preliminary authorization from its Board of Directors to enter
into this letter of intent and to pursue negotiation of a
definitive written acquisition agreement.
During the period commencing on the date hereof and continuing
through the earlier of (i) 11:59 p.m. eastern time on 14 th
October, 1998 or (ii) the execution of a definitive written
acquisition Agreement (herein referred to as the "Period"),Medic
and AFC , and their respective officers, attorneys, investment
advisors, independent auditors and designated personnel, shall
have the right to conduct such inspections and reviews of the
books, records and related items of Medic and AFC , as the case
may be, and consult with such management personnel, lessors of
property, vendors, service providers, independent auditors and
other persons and entities having material contractual
relationships with Medic and AFC , as the case may be, in each
case as shall be reasonably necessary to permit auditors to
analyze the financial condition, operations, business and
prospects of Medic and AFC. Medic and AFC shall co-operate with
each other in their aforesaid inspections, reviews and
consultations, and shall cause their respective officers and
employees to co-operate with, and provide reasonable assistance
to, one another in such activities, and shall exercise their best
efforts in good faith to cause the aforesaid third parties to
co-operate in such activities. The parties further agree to
co-operate with each other in complying with submissions with
the Securities and Exchange Commission, registration statements
and the preparation and delivery of audited financial statements,
5. Medic and AFC shall not, and shall cause their respective
directors, officers, employees and advisors not to, initiate,
solicit, propose, pursue or enter into any proposals, substantive
discussions, negotiations, letters or statements of intent or
agreements (whether preliminary or definitive) with any person or
entity of any nature other than as provided herein at any time
during the No Shop Period (as such term is defined in the next
following sentence) contemplating or providing for any
re-organisation, share exchange, acquisition, or purchase or sale
of all or a substantial portion or the assets or business or, or
any business combination of any type involving, Medic or AFC , as
the case may be, The term "No Shop Period" shall mean the Period,
as defined in paragraph 6 hereof. Each party hereto shall
communicate with the other party, within 4 business days of in
hand receipt, or actual knowledge of the substance of
communications, by an executive officer of such party, the
material terms of any substantive communication received during
the Period by either such party from a third party concerning any
of the aforesaid matters.
6. During the period Medic will not adjust, split, combine
or reclassify any capital stock; make, declare or pay any
dividend or make any other distribution on, or directly or
indirectly redeem, purchase or otherwise acquire, any shares of
its capital stock or any securities or obligations convertible
into or exchangeable for any shares of its capital stock, or
grant, sell or issue to any individual, corporation or other
person (except as approved by AFC 's Board of Directors or
otherwise agreed to in writing prior to the date hereof or as
provided in the acquisition Agreement) any right or option to
acquire, or securities evidencing a right to convert into or
acquire, any shares of its capital stock,
7. Both parties will hold in confidence and will not
disclose or use for their own benefit any confidential
proprietary information which is designated in writing received
from one another during the due diligence period for up to three
years. This will exclude the following;
(i) information already divulged prior to this letter;
(ii) information already in the public domain;
(iii) information lawfully obtained from a third party source
not subject to this confidentiality agreement;
(iv) information developed independently by staff at either
company who did not previously possess such information.
8. Both parties agree to restrict access to information
related to either party to personnel that have agreed to be bound
by secrecy agreements corresponding to those undertaken by this
letter of intent.
9. Tn the event that this transaction is terminated before
the closure of the acquisition Agreement both parties shall
undertake to return all documents supplied and retain no copies
for use.
10. Each party to this letter warrants and represents that no
broker, finder, intermediary or consultant introduced them or
brought about the proposed acquisition and agrees to defend and
indemnify the other parties against any claim for compensation by
any person on the basis of the alleged obligations incurred.
11. The parties will consult with each other in advance of
issuance concerning the timing, content and method of
dissemination of press releases and other similar announcements
concerning the proposed transaction or the status of
negotiations, Boards' of Directors and stockholders' approvals
and other matters relating to the proposed transaction,
12, In event of failure of the parties to execute and deliver
a mutually agreeable acquisition Agreement, both parties would
accept liability for their own expenses and would have no further
liability or obligation to each other except as provided by
paragraph 9 (Confidentiality).
13. Nothing in this letter of intent is intended to confer
expressly or by implication upon any other person any rights or
remedies under, or by reason of, this letter of intent.
14. This letter of intent may be executed in one or more
counterparts each of which shall be deemed an original and
together constitute one document. The delivery by facsimile of
an executed counterpart of this letter of intent shall be deemed
to be an original and shall have the full force and effect of an
original copy.
IN WITNESS WHEREOF the parties hereto have executed and delivered
this Letter of Intent date first written above,
For and on behalf of Medic Media, Inc.
For and on behalf of Automotive Facilities Corporation, Inc.
<PAGE>
Extension to Letter of Intent
Between the parties, Medic Media Inc, a Delaware corporation, of
590 Madison Avenue, New York, NY 10022 and (hereinafter "Medic"),
and Automotive Facilities Corporation, Inc, a Delaware,
corporation, located as City Center Bellevue, Suite 730, 500
108th Avenue, Bellevue, WA98004 (hereinafter "AFC"), dated 14th
October, 1998.
Both parties hereby agree to extend for a further sixty days the
attached executed Letter of Intent dated 14th July 1998.
For and on Behalf of Medic Media Inc.
For and on Behalf of Automotive Facilities Corporation Inc
<PAGE>
FIRST LONDON SECURITIES CORPORATION
2600 State Street, Dallas, Texas 75204
July 29th 1998
Mr B.R. Parker
Medic Media, Inc.
Trafalgar House
11 Waterloo Place
London SWIY 4AU
Attention : Mr. B.R. Parker
Gentlemen:
This letter Outlines the terms upon which First London Securities
Corporation ("FLSC") proposes to be engaged by Medic Media, Inc.
(tile "Company") to act as its financial advisor and to furnish
Investment Banking Services to the Company as described below.
1. Investment Banking Services
Section 1. Services Provided by FLSC
(i) Complete a due diligence file of them company's business,
operations, properties, financial condition, management and
strategic direction of the Company, as well as make any
suggestions on how the Company might enhance any of the above,
(ii) Assist the Company in Filing the Form 15c2-11; and,
(iii) Assist the Company in the development of relationships with
the investments community,
Section 2. Term of Engagement
The term of FLSC's engagement shall be from the date of This
Agreement ( the "Initial Term") to the approval by the NASD of
the Form 15c2-11. Notwithstanding the foregoing, either party may
terminate this Agreement at any time upon ten (10) days written
notice to the other party, in which event neither party will have
any further obligation, hereunder, except for any unpaid amounts
under Sections 3 and 4 below.
Section 3. Fees
A total fee of $10,000 shall be paid to FLSC as a result of the
terms described herein, of which $5,000 shall be payable to FLSC
upon filing of form 15c2-11. The additional $5,000 shall be due
and payable upon the approval of the Company's Form 15c2-11 (as
hereinafter defined) with the NASD.
Section 4. Expenses
In addition to the engagement fees in paragraph 3, the Company
agrees to reimburse FLSC on a monthly basis for pre-approved
reasonable travel and out of pocket expenses incurred by FLSC or
their respective counsel with regard to rendering services
hereunder, including but not limited to, airfare, hotel, and
other expenses in connection with visiting the Company which
shall include a due diligence trip to the Company's headquarters
by FLSC and it's counsel, and expenses incurred in connection
with any road show or other presentations or marketing efforts
made on behalf of the Company by FLSC.
II. Representation by the Company
The Company represents that all information provided to FLSC in
connection with the services to be performed under this Agreement
will be complete and correct in all material respects and will
not contain any untrue statements of material fact or omit to
state any material fact necessary to make the statements
contained therein, in light of the circumstances under which they
were made, not misleading ( the "Information"). The Company
agrees to advise FLSC immediately of the occurrence of any event
or any other change known to the Company that results in any of
the Information containing an untrue statement of a material fact
or omitting to state any material fact necessary to make the
statements contained therein, in light of the circumstances under
which they were made, not misleading.
III. Indemnification of FLSC by the Company
The Company agrees to indemnify and hold harmless FLSC and each
person, if any, who controls FLSC within the meaning of the
Securities Act of 1933, as amended, against any lawsuits, claims,
damages, or liabilities (of actions or proceedings in respect
thereof) to which FLSC or such controlling person may become
subject related to or arising out of our engagement hereunder,
without limitation, and will reimburse FLSC and each such
controlling person for all legal and other expenses incurred in
connection with investigating or defending any such lawsuit,
claim, damage, liability, action or proceeding whether or not in
connection with pending or threatened litigation in which FLSC or
any of its directors, officers, agents, employees and controlling
persons is a party; provided, however, that the Company will not
be liable in any such case for losses, claims, damages,
liabilities or expenses that a court of competent jurisdiction
shall I have found in a Final judgement to have arisen primarily
front the gross negligence and wilful misconduct of FLSC or the
'party claiming a right to indemnification, This indemnity
agreement will be in addition to any liability, which the Company
may otherwise have.
In case any proceeding shall be instituted involving any person
in respect to whom indemnity may be sought, such person ( the
"indemnified party") shall promptly notify the Company, and the
Company, upon the request of the indemnified party, shall retain
counsel reasonably satisfactory to the indcmnified party to
represent the indemnified party and any others the Company may
desigjifite in such proceedings and shall pay as incurred the
fees and expenses of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense, except that the
Company shall pay as incurred the fees and expenses of counsel
retained by the indemnified party in the event that (i) the
Company and the identified party shall have mutually agreed to
the retention of such counsel or, (ii) the named parties to any
such proceeding including both the Company and the ftidemniried
party and representation of both parties by the same counsel
would be inappropriate, in the reasonable opinion of are
indemnified party, due to actual or potential differing interests
between them. 'I'he Company shall not be liable for any
settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final
iudgeineiit for the plaintiff, the Company agrees to indemnify
the indemnified party to the extent set fortli in this letter.
IV. Company Not Responsible for Content of Published
Research by FLSC
The Company recognizes that FLSC may follow, and may continue to
follow the Company and its common stock and, from time to time,
FI,SC may issue research reports concerning the Company and its
common stock and warrants. It is understood between the Company
and FI.SC that such reports arc not issued on behalf, or with the
authorization, of the Company, and FLSC shall have sole
responsibility for their content. Neither the Company, nor
its officers, directors, employees or affiliates, shall have any
responsibility for any information contained in such reports or
other information disseminated by FLSC concerning the Company,
regardless of whether or not the Company reviews or comments upon
such reports or information,
V. General
This Agreement may not be amended or modified except in writing
and signed by FLSC and the Company, and shall be governed by and
construed in accordance with the laws of the State of Delaware
and all obligations shall be performed in the appropriate County
where the Company operates. This agreement is binding upon and
intires to the benefit of all parties hereto and the FLSC
indemnities.
Delivered herewith are two identical copies of this letter. If
the foregoing accurately reflects our mutual agreement with
respect to the matters set forth herein please confirm your
agreement to the foregoing by signing both of the enclosed copies
of this letter and returning to us one executed copy of this
letter via overnight express delivery.
We appreciate the opportunity to work with you and we look
forward to a successful transaction as a continuation of our
mutually beneficial relationship.
FIRST LONDON SFCURMES CORPORATION
By: Jesse B. Shelniire, IV, Managing Director, Investment Banking
Agreed to and accepted as of the dated first above written:
MEDIC MEDIA, INC.
By: B.R.Parker, President and Director
<PAGE>
TECHNOLOGY FINANCE LTD.
Trafalgar House, 11 Waterton Place, London SWIY 4AU
Tel, 0171 839 5152 Fax: 0171 839 5162
5th January 1998
Technology Finance Ltd agrees to forward Medic Media Inc of 590
Madison Avenue, New York, NY, 10022, funds by way of loan up to a
limit of $50,000 to enable Medic Media to comply with statutory
filings and to enable Medic Media to pursue the consumation of a
potential merger/business combination.
These funds will be forwarded by way of loan and will be
repayable either in cash or securities upon the consumation of a
merger/business combination.
For Technology Finance Ltd.
For and on behalf of Medic Media Inc.
Shareholders receiving shares through Regulation D 504 Offering
SHAREHOLDER CERT # ISSUED # OF SHARES
Alston, Robert
Alston Nock, 24 Bennets Hill
Birmingham, England, B2 5QP 1066 F 01/05/98 100
Birch, Margaret
Otterbourne, 262 Vale Road
Ash Vale, Hants, GU12 5JQ 1044 F 01/05/98 100
Bowen, K
26 Flanders, Halfax
Nova Scotia, Canada 1143 F 01/05/98 100
Bradwall Ltd
S8 International Centre
Casemates, Main St, Gibraltar 1069 F 01/05/98 1,000
Burlington Property Maintenance Ltd
4 Grayshot Drive
Blackwater, Camberley,
Surrey, England GU17 9DG 1065 F 01/05/98 1,000
Clay, David
1 Yeovil Road
Earnborough Hants England 1091 F 01/05/98 100
Cole, Jean
31 Walden Ave
Chislehurst, Kent, England 1015 F 11/29/96 17,000
Dawson, Mrs E
1 Jackson Ave
Mickleover, Derby, England 1112 F 01/05/98 100
Driscoll, Melanie
5 Turnchapel Close
Plymstock, Devon England 1014 F 11/29/96 20,000
Greaves, Eileen
Chapel House, St Georges Sq
Cheltenham, Glos,
England, GL50 3LJ 1109
F 01/05/98 100
Grey, Shirley
31 Tavistock Gardens
Hampstead, London, England 1012 F 11/29/96 55,000
IT Properties Ltd
1 Temple, Hamilton Hse
Victoria Embankment,
London England EC4Y OHA 1011 F 11/29/96 55,000
Justice, Jo
Kingsway, Heathway
Camberley Surrey England 1088 F 01/05/98 100
Lifescience Research Ltd
168 Church Road
Hove England BN3 2DL 1006 F 11/29/96 250,000
MACD Mechanics Ltd
211 Eagle Place
Piccadilly,
London, England W1V 9LD 1009 F 11/29/96 55,000
Mayfair Cards (Waterlooville) Ltd
Talbot House
High St, Crowthorne,
Berks, England 1129 F 01/05/98 100
McCorporation Ltd
1 Gt Cumberland Place
London England W1H 7AL 1005 F 11/29/96 170,000
Netmedia Consultants Ltd
64-65 Grosvenor St
London, England, W1X 9DB 1016 F 11/29/96 20,000
Oliver Research Ltd
1 Temple, Hamilton Hse
Victoria Embankment,
London England EC4Y OHA 1010 F 11/29/96 55,000
Simmons, Richard
Hacker Young, Church Road
Hove, Sussex, England 1046 F 01/05/98 100
Tope, Mike
1 Coastguard Cotts
Castle Close, Falmouth,
Cornwall, England 1105 F 01/05/98 100
Vacation Consultants Ltd
211 Eagle Place
Piccadilly, London,
England W1V 9LD 1008 F 11/29/96 55,000
Zellermaier, Irwin
211E 70th Street, Suite 8a
New York, N.Y. 10021 1148 F 11/29/96 245,000
END OF REPORT
TOTAL FREE TRADING ACTIVE SHAREHOLDERS 23
TOTAL ACTIVE CERTIFICATES 23
TOTAL OF FREE TRADING STOCK 1,000,000
<PAGE>
List of shareholders acquiring shares through Technology Finance
Acquisition
SHAREHOLDER CERT # ISSUED # OF SHARES
Akers, J
Belle Greetings, 96a Queens Road
Reading, Berks, England RG1 4DG 1055 R 01/05/98 500
Akers, Sally
Belle Greetings, 96a Queens Road
Reading, Berks, England RG1 4DG 1056 R 01/05/98 100
Argent, L
12 Alton Close
Allestree, Derby, England, 1119 R 01/05/98 100
Argent, P
12 Alton Close
Allestree, Derby, England, 1118 R 01/05/98 100
Ascot Group (UK) Ltd
Talbot House
High St, Crowthorne,
Berks, England 1127 R 01/05/98 1,000
Ashby, Catherine
Sandway Head, 9 Brooklands Rd
Chapel en le Frith,
Stockport SK12 6PW 1048 R 01/05/98 100
Ashby, Neil
Sandway Head, 9 Brooklands Rd
Chapel en le Frith,
Stockport SK12 6PW 1047 R 01/05/98 100
Beattie, Chantelle
9 Lawn Street
Stourbridge, West Midlands,
England DY8 3UQ 1085 R 01/05/98 100
Beattie, Steve
9 Lawn Street
Stourbridge, West Midlands,
England DY8 3UQ 1086 R 01/05/98 100
Beattie, Susan
9 Lawn Street
Stourbridge, West Midlands,
England DY8 3UQ 1084 R 01/05/98 100
Bell, A
Hoardes Barn, Woodsettes
Worksop, Notts, England 1144 R 01/05/98 100
Bell, M
Hoardes Barn, Woodsettes
Worksop, Notts, England 1145 R 01/05/98 100
Birch, D C
Otterbourne, 262 Vale Road
Ash Vale, Hants, GU12 5JQ 1043 R 01/05/98 500
Bowen, Alan G R
41 Bluebell Meadow,
Winnersh, Wokingham,
England, RG41 5UW 1025 R 01/05/98 146,108
Bowen, A J
26 Flanders, Halfax
Nova Scotia, Canada 1142 R 01/05/98 100
Bowen, Alison K
41 Bluebell Meadow,
Winnersh, Wokingham,
England, RG41 5UW 1028 R 01/05/98 97,397
Bowen F D
1 Bakers Mews,
Ingatestone, Essex, England 1131 R 01/05/98 100
Bowen, Ian G
41 Bluebell Meadow,
Winnersh, Wokingham,
England, RG41 5UW 1026 R 01/05/98 97,397
Bowen, Janet Cynthia
41 Bluebell Meadow,
Winnersh, Wokingham,
England, RG41 5UW 1024 R 01/05/98 146,108
Bowen, Neil C
41 Bluebell Meadow,
Winnersh, Wokingham,
England, RG41 5UW 1027 R 01/05/98 97,397
Boyne, Andrew Hastings
Aberfoyle, Green Lane
Camberley, Surrey England 1035 R 01/05/98 120,249
Boyne, Anthony C M
92a Napier Road
Leytonstone, London, England, 1037 R 01/05/98 24,046
Boyne, D J
17 Albany Road
Andover, Hants, England 1106 R 01/05/98 100
Boyne, Frances
Hill Cottage
27 Rosemundy, St Agnes,
Cornwall, England 1103 R 01/05/98 100
Boyne, Karen Heather
Aberfoyle, Green Lane
Camberley, Surrey England 1033 R 01/05/98 160,080
Boyne, Linden James H
Aberfoyle, Green Lane
Camberley, Surrey England 1034 R 01/05/98 160,080
Boyne, Lorna
17 Albany Road
Andover, Hants, England 1107 R 01/05/98 100
Boyne, Peggy G
Hadley, Lake Lane
Bothenhampton, Bridport,
Dorset, England 1041 R 01/05/98 12,026
Boyne, Raymond J H
Hadley, Lake Lane
Bothenhampton, Bridport,
Dorset, England 1040 R 01/05/98 12,025
Boyne, Richard H
Aberfoyle, Green Lane
Camberley, Surrey England 1036 R 01/05/98 120,249
Boyne, Simon
49 Jenner Way
Haltersworth,
Romsey,Hants, England 1099 R 01/05/98 100
Branson, A
Hill Cottage
27 Rosemundy, St Agnes,
Cornwall, England 1104 R 01/05/98 100
Brocklehurst, C
1 Jackson Ave
Mickleover, Derby, England 1114 R 01/05/98 100
Brocklehurst, H
1 Jackson Ave
Mickleover, Derby, England 1115 R 01/05/98 100
Brocklehurst, K
1 Jackson Ave
Mickleover, Derby, England 1113 R 01/05/98 100
Brocklehurst W
1 Jackson Ave
Mickleover, Derby, England 1116 R 01/05/98 100
Caveen, J
106 Eastham Rake
Westham, Wirral, England 1140 R 01/05/98 100
Caveen,M
106 Eastham Rake
Westham, Wirral 1141 R 01/05/98 100
Channing Investments Ltd
S8 Int Business Centre
Casemates, Main Street, Gibraltar 1019 R 01/05/98 366,708
Clarke, Elizabeth
41 Roberts Street
Rushden, Northants,
England, NN10 OND 1057 R 01/05/98 500
Clarkson, Anthony
The Crowthorne Arms
High Street, Crowthorne,
Berks, England 1063 R 01/05/98 100
Clarkson, J
The Crowthorne Arms
High St, Crowthorne, Berks,
England 1076 R 01/05/98 100
Crowthorne Cards Ltd
4 Grayshot Drive,
Blackwater, Camberley,
Surrey, England, GU17 9DG 1130 R 01/05/98 1,000
Davies, Anne
37 College Road
Trevethin, Pontypool, Gwent 1074 R 01/05/98 100
Davies, John
37 College Road
Trevethin, Pontypool, Gwent 1075 R 01/05/98 100
Dickenson, Rosemary
55 Platt Avenue
Sandbach, Cheshire,
England, CW11 9DF 1059 R 01/05/98 500
Dixon, Mrs B
10 Ribbledale Road
Hornsey, London,England N8 1117 R 01/05/98 100
Drew Anthony
17 Neerings
Coedava,Cwmbran, Gwent 1079 R 01/05/98 100
Drew, Janet
19 St Michaels Way
Pontypool, Gwent 1078 R 01/05/98 100
Drew, Lillian
5 Rockfield House
Pontypool, Gwent 1073 R 01/05/98 100
Drew, Mavis
17 Neerings
Coedava,Cwmbran, Gwent 1080 R 01/05/98 100
Drew, Michael
19 St Michaels Way
Pontypool, Gwent 1077 R 01/05/98 100
Ellis, Doug
Baleli, Green Lane
Blackwater Camberley, England 1101 R 01/05/98 100
Ellis, Gwyneth
Baleli, Green Lane
Blackwater Camberley, England 1102 R 01/05/98 100
Emotional Rescue Ltd
P.O.Box 321
Cheltenham, Glos 1111 R 01/05/98 100
Famous Products Ltd
4 Grayshot Drive
Blackwater, Camberley,
Surrey, GU17 9DG 1093 R 01/05/98 1,000
Fraine W
125 Partington Lane
Swinton, Manchester,
England, M27 ONS 1049 R 01/05/98 500
Godden, Marion
36 Spelhurst Road, Bedford Park
Chiswick, London, England, W4 1125 R 01/05/98 100
Godden, Sidney
36 Spelhurst Road, Bedford Park
Chiswick, London, England, W4 1124 R 01/05/98 100
Greaves, David
Chapel House, St Georges Sq
Cheltenham, Glos,
England, GL50 3LJ 1108 R 01/05/98 100
Griffiths, Doreen J
45 Meadowsway, Upton
Chester, England 1039 R 01/05/98 24,348
Griffiths, G
1 Hickmore Heys, Guilden Sutton
Chester, England 1139 R 01/05/98 100
Griffiths, Keith
45 Meadowsway,
Upton, Chester, England 1132 R 01/05/98 100
Griffiths, M
1 Hickmore Heys, Guilden Sutton
Chester, England 1138 R 01/05/98 100
Hacker, Fran
Woodlands, 14 Grange Road
Camberley, Surrey, England 1090 R 01/05/98 100
Hacker, Roger
Woodlands, 14 Grange Road
Camberley, Surrey, England 1089 R 01/05/98 100
Healion, John
18 Falconry Court, Fairfield Court
Kingston upon Thames, KT1 2UR 1045 R 01/05/98 100
Hirth, Elaine
92a Napier Road
Leytonstone, London,
England, E11 3JZ 1096 R 01/05/98 100
Hirth, Frank
92a Napier Road
Leytonstone, London,
England, E11 3JZ 1097 R 01/05/98 100
Hornbeam Systems Ltd
33 Green Lane
Blackwater, Camberley,
Surrey, England GU17 9DG 1052 R 01/05/98 1,000
Huntfield Investments Ltd
33 Green Lane,
Blackwater, Camberley,
Surrey, GU17 9DG 1042 R 01/05/98 1,000
Jaykay Investments
41 Bluebell Meadow,
Winnersh, Wokingham, RG41 5UW 1128 R 01/05/98 1,000
Jackson, Joy
52 Hencroft
Leek, Staffs, England, ST13 8EZ 1062 R 01/05/98 500
Justice, Colin
Kingsway, Heathway
Camberley Surrey England 1087 R 01/05/98 100
Kent, N
1 Bakers Mews,
Ingatestone, Essex 1135 R 01/05/98 100
Khaki, John
186 Victoria Rd
Aldershot, Hants, England 1092 R 01/05/98 100
Krone, J
Nettleton Mill
Castle Combe, Wilts, England 1095 R 01/05/98 100
Krone, Michael
Nettleton Mill
Castle Combe, Wilts, England 1094 R 01/05/98 100
Lacovides, M
92a Napier Road
Leytonstone, London,
England, E11 3JZ 1098 R 01/05/98 100
Maclauchlin, Ian
Honour Point, 50 Frederick St
Birmingham, England, B115 1HN 1068 R 01/05/98 100
Manchee, Connie
49 Jenner Way
Haltersworth, Romsey,Hants,
England 1100 R 01/05/98 100
Mars, Cindy
21 Rivermead Road
Woodley, Reading, Berks 1134 R 01/05/98 100
Mars, H
21 Rivermead Road
Woodley, Reading, Berks 1133 R 01/05/98 100
Meichrisea Holdings Ltd
25 Turnballs Lane
Gibraltar 1149 R 01/05/98 2,400,000
Namulas Trustees
The Priory
Hitchen, Herts, England SL5 2DW 1032 R 01/05/98 182,627
Nock, Steven
Alston Nock, 24 Bennets Hill
Birmingham, England, B2 5QP 1067 R 01/05/98 100
Norris, Florence
15 Avon Terrace
Pontnewenydd,Pontypool,Gwent 1126 R 01/05/98 100
O'Grady, Gavin
25a Chobham Road
Knaphill, Woking, England,
GU21 2SX 1121 R 01/05/98 100
O'Grady, Jim
25a Chobham Road
Knaphill, Woking England GU17 9DG 1031 R 01/05/98 100
O'Grady, Patricia
25a Chobham Road
Knaphill, Woking England GU17 9DG 1030 R 01/05/98 500
Owen, Terence
2 Laburnam Court,
Belper, Derbyshire,
England DE56 1SB 1029 R 01/05/98 1,000
Paling S P
4 John Street
London, England, WC1N 2EH 1051 R 01/05/98 500
Parker, Barbara
4 Grayshot Drive
Blackwater, Camberley,
England, GU17 OEW 1021 R 01/05/98 121,751
Parker, Basil Roland
4 Grayshot Drive
Blackwater, Camberley,
England, GU17 OEW 1020 R 01/05/98 243,502
Parker, Karen
4 Grayshot Drive
Blackwater, Camberley,
England, GU17 OEW 1023 R 01/05/98 121,751
Parker, Tessa
4 Grayshot Drive
Blackwater, Camberley,
England, GU17 OEW 1022 R 01/05/98 121,751
Patel, Dilip
Cavendish Foods, Bridge St
Colnbrook, Slough, England 1064 R 01/05/98 100
Patel, N R
5 Aylmer Road
London, England, N2 OBS 1053 R 01/05/98 1,000
Patel, P
5 Aylmer Road
London, England, N2 OBS 1054 R 01/05/98 100
Patel, Rajesh
Castle House, Brodge Street
Colnbrook, Slough,
England, SL3 OJH 1058 R 01/05/98 100
Rosegold Ltd
4 Grayshot Drive
Blackwater, Camberley,
England GU17 OEW 1038 R 01/05/98 1,000
Sallis, Annette
Charnwood, Leigh Road
Pontypool, Gwent 1123 R 01/05/98 100
Sallis, Mark
Charnwood, Leigh Road
Pontypool, Gwent 1122 R 01/05/98 100
Smith, Dora A L
8 Downend
Rock Lane, Bridport,
Dorset, England 1070 R 01/05/98 100
Smith, Doreen
Mill Cottage, Burton Bradstock
Bridport, Dorset England 1072 R 01/05/98 100
Smith, Robert
Mill Cottage, Burton Bradstock
Bridport, Dorset England 1071 R 01/05/98 100
Smith, W A
10 Caughall Road
Upton, Chester, England 1146 R 01/05/98 100
Spooner, Anthony
296 High St
Cheltenham, Glos,
England, GL50 3LJ 1110 R 01/05/98 100
Stickney, Mark
72 Sherwell Road
Brislington, Bristol,
England BS4 4JZ 1060 R 01/05/98 500
Stickney, Mr
72 Sherwell Road
Brislington, Bristol,
England BS4 4JZ 1061 R 01/05/98 100
Technology Finance Ltd
Trafalgar House,
11 Waterloo Place
London, England, SW1Y 4AU 1018 R 01/05/98 3,953,000
Warden, Barry
4 Station Road,
Norton Fitzwarren,
Taunton Somerset England 1082 R 01/05/98 100
Warden, Caroline
4 Station Road,
Norton Fitzwarren,
Taunton Somerset England 1081 R 01/05/98 100
Warden, Sheila
4 Station Road,
Norton Fitzwarren,
Taunton Somerset England 1083 R 01/05/98 100
Weiner, Gaynor
1 Beldersert Close
Henley on Arden, Solihull,
Warks, England 1120 R 01/05/98 100
White, J
41 High Street
Sandwich, Kent, England 1136 R 01/05/98 100
White S
41 High Street
Sandwich, Kent, England 1137 R 01/05/98 100
Wright G
125 Partington Lane
Swinton, Manchester,
England, M27 ONS 1050 R 01/05/98 100
Zellermaier, Helen
211E 70th Street, Suite 8a
New York, N.Y. 10021 1147 R 01/05/98 250,000
END OF REPORT
TOTAL ACTIVE SHAREHOLDERS 119
TOTAL ACTIVE CERTIFICATES 119
TOTAL OF RESTRICTED STOCK 9,000,000
TOTAL SHARES OUTSTANDING 10,000,000
