UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended 12/31/99
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
(No Fee Required)
For the transition period from _________ to ___________
Commission file number 0-27123
MEDIQUIK SERVICES, INC.
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(Name of small business issuer in its charter)
Delaware 74-2876711
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4295 San Felipe, Suite 200, Houston, Texas 77027
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (713) 888-1919
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value per share
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 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|_|
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|
State issuer's revenues for its most recent fiscal year. $982,292
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
As of April 29, 2000: $6,863,988.24
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
6,032,007 shares of the Company's Common Stock issued and outstanding at
December 31, 1999.
Transitional Small Business Disclosure Format (Check one): Yes |_|; No |X|
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MEDIQUIK SERVICES, INC.
The undersigned registrant hereby amends the following items of its Annual
Report on Form 10KSB for the fiscal year ended December 31, 1999, as set forth
in the pages attached hereto (See Note 12 to the Financial Statements):
Page
PART I
ITEM 1 DESCRIPTION OF BUSINESS 4
ITEM 2 DESCRIPTION OF PROPERTY 14
ITEM 3 LEGAL PROCEEDINGS 15
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS 15
PART II
ITEM 5 CHANGES IN SECURITIES AND USE OF PROCEEDS 15
ITEM 6 OTHER INFORMATION 16
ITEM 7 FINANCIAL STATEMENTS 21
ITEM 8 CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 33
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT 34
ITEM 10 EXECUTIVE COMPENSATION 36
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 39
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 40
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K 42
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PART I.
Item 1. Description of the Business
Business Development
MediQuik Services, Inc. (the "Company" or "MediQuik") was organized to
take advantage of an identified niche market related to the delivery of health
care, medical and pharmaceutical supplies. This market is the management of
chronic disease patients for managed care payors by providing home delivery of
pharmaceuticals and supplies, educational materials, and patient monitoring and
consultations. These payors include self-insured, self-administered employers of
all sizes, small to moderate sized health insurance companies and small to
moderate sized health maintenance organizations, preferred provider
organizations, and third-party administrators. The Company's first product is a
Diabetes management program that includes Diabetes pharmaceutical and medical
supplies. As this product matures, the Company intends to offer other chronic
disease management products, such as respiratory management and congestive heart
failure management services. Historically, as a cost saving and time saving
strategy, MediQuik has contracted with other entities to receive, bundle and
deliver goods and services rather than develop the necessary resources in-house.
The Company's predecessor, also chartered under the name "MediQuik
Services, Inc.," was organized in Delaware on April 7, 1998 ("Old MediQuik").
Effective December 31, 1998, Old MediQuik was merged with and into Cash Flow
Marketing, Inc., a Delaware corporation ("Cash Flow"). Cash Flow was the
surviving corporation and changed its name to MediQuik Services, Inc. Cash Flow
was originally organized in Colorado on July 9, 1997, and changed its domicile
to Delaware effective December 31, 1998. At the time of the merger, Cash Flow
was a "shell" corporation with substantially no assets, business or operations.
Pursuant to the terms of the merger, each stockholder of Old MediQuik
received one share of common stock of the Company, $.001 par value per share
("Common Stock"), for each .9327 shares of common stock of Old MediQuik held.
Each stockholder of Cash Flow received one share of Company Common Stock for
each two shares of Cash Flow common stock held.
Business Of The Issuer
In recent years, the demand for higher quality health care with reduced
cost has prompted dramatic changes in the United States health care system.
Managed care organizations have emerged to control costs. Today, more than
two-thirds of all Americans with private health insurance are enrolled in these
plans.
MediQuik was organized to take advantage of these changes in the delivery
of health care. The Company provides chronic disease management services to
patients pursuant to contracts with managed care payors. MediQuik's services
include home delivery of pharmaceuticals, supplies and educational materials, as
well as patient monitoring and consultation services. MediQuik's customers
include self-insured, self-administered employers of
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all sizes, small to moderate sized health maintenance organizations, third-party
administrators and preferred provider organizations. By entering into agreements
with the managed care payors, rather than individual patients, the Company
believes that it will be able to rapidly obtain a larger patient base. When
MediQuik enters into a contract with a managed care payor it typically becomes
an approved provider for thousands of patients who may select MediQuik's
products and services, ordinarily at a nominal cost to the patient. (Co-pay
charges typically represent less than 20% of the price of MediQuik's products
and services). Other providers generally sell directly to patients. For them,
one sale ordinarily results in one patient.
Generally, the Company enters into agreements with managed care payors
which provide that, in consideration of being designated as a plan provider, the
Company will provide services to plan participants at a discounted rate. The
Company also offers capitated service contracts pursuant to which the managed
care payor reimburses the Company based on the total number of participants in
the plan rather than based on the amount of products and services actually
consumed by the participants. Under capitated service contracts, MediQuik would
share a portion of the risk related to program costs with the managed care
payor. MediQuik is currently offering capitated services contracts to managed
care payors but has not entered into any such contracts to date.
The Company's first product is a Diabetes management program, the major
profit component of which is the delivery of self testing supplies (test strips,
lancets and alcohol prep pads) directly to the home of the patient. Diabetes
Mellitus is the most common and most costly chronic disease in the United
States. In a release dated November 1, 1998, the National Center for Chronic
Disease Prevention and Health Promotion of the Centers for Disease Control and
Prevention (the "CDC") estimated that 15.7 million people in the United States,
or 5.9% of the population, have Diabetes. Of that number only about 10.3 million
have been diagnosed. According to the American Diabetes Association, in 1997 the
per capita costs of health care for people with Diabetes was $10,071 per year.
Further, the Company believes that it will be positioned to provide services to
an aging population with greater incidences of Diabetes.
There is no cure for Diabetes. The disease can be controlled, but only if
the patient is willing to actively participate in that control. In order to
control Diabetes, the patient must regularly determine personal blood sugar
levels. This is normally done at home by the patient and is a simple and
relatively painless process. Patients use a lancet to prick a finger and draw a
drop of blood that is deposited upon a test strip. The test strip is then
introduced into a glucometer that displays the patient's blood sugar level a few
seconds later.
The Company believes that it can provide pharmaceuticals for the treatment
of Diabetes to patients covered by managed care providers and to other MediQuik
customers at substantial cost savings when compared with alternative delivery
systems. MediQuik has focused on preventive Diabetes care products and services
and has successfully negotiated supply contracts that permit the Company to
purchase large quantities of Diabetes care products at favorable prices. In
addition, by providing educational materials and patient monitoring and
consultation services, the Company believes that it will provide better patient
management, which reduces a patient's need for hospitalization and prevents the
development of other chronic
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diabetic health related problems. After a patient is enrolled in the program,
the Company will ship supplies to the patient's home bimonthly or quarterly.
Because of the chronic nature of the disease, the Company expects its medical
and financial relationship with a patient to continue for many years. As of
December 31, 1999, the Company had entered into agreements with the following
major providers:
National HealthCare Alliance, Inc. Integranet
MultiPlan, Inc. BCBS of Texas
USA Managed Care Organization, Inc. Advantage Care Network
Cooperative Health Services of Colorado Benefit Services, Inc.
SMC Benefits Services ProMed Health
Diocese of Lafayette Mediversal
Americaid
The provider agreements generally state that, in consideration of being
designated as a plan provider, the Company will provide products and services to
plan participants at a discounted rate. The provider agreements typically have a
term of one to two years with provisions for automatic renewal unless terminated
at the election of either party.
The Company's agreements with its current providers (described above) will
continue from year to year unless terminated by either party. The Company
anticipates, however, that the revenue to be generated by its major provider
agreements in the future will exceed the revenue generated from its current
purchasers.
To support its business activity, MediQuik has formed a strategic alliance
with Bayer Corporation, a worldwide leader in the manufacturing and supply of
Diabetes related products ("Bayer"). The company has entered into a Mail Order
and Mail Order Health Plan Patient Testing Compliance Agreement (the "Mail Order
Agreement"). Pursuant to the Mail Order Agreement, the Company has committed to
purchase a certain volume of products from Bayer at a set price. In
consideration of the Company's agreement to provide certain customer information
to Bayer, Bayer has agreed to credit the Company's account based on the amount
of the Company's purchase commitment. If the Company does not meet its purchase
commitment, Bayer will charge the Company the difference between the credit
given for its purchase commitment and the credit given for the amount actually
purchased. As a result of the Bayer agreements, Bayer products are available to
the Company at deeply discounted prices. The Bayer agreements allow MediQuik to
sell Bayer products to managed care payors and long-term care facilities. The
Company purchases approximately 90% of its products from Bayer. The Mail Order
Agreement will expire 120 days after either party gives the other notice of its
termination.
After MediQuik achieves meaningful market penetration with the Diabetes
management product, the Company intends to develop and offer respiratory
management and congestive heart failure management services.
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In May 1999, MediQuik formed an 80% owned subsidiary known as
ChronicRx.com to provide Internet-based pharmacy services. ChronicRx.com will
focus on the chronic care niche and will specialize in prescription and
non-prescription medicines and management products used to treat chronic
diseases of all kinds. ChronicRx.com will provide 24-hour access to pharmacists,
educational material regarding the diagnosis, symptoms and treatment of chronic
illnesses, prescription and over-the-counter drugs, and personal care products
for chronic disease patients. The Company believes that a number of factors
position ChronicRx.com for rapid growth: its access to discounted
pharmaceuticals through its relationship with MediQuik; the availability of cost
efficient mail-order distribution and the low cost, wide market reach of the
Internet. The Company believes that ChronicRx.com will be one of the first
pharmacies on the Internet focused primarily on the management of chronic
diseases. The Company anticipates that ChronicRx.com will begin offering on-line
pharmacy services by the end of June 2000.
ChronicRx.com also offers access to the Daily Health Zone, an interactive
personal health management web site which provides information concerning
preventative healthcare, nutrition, fitness and wellness. ChronicRx.com provides
access to the web site to MediQuik's employer and managed care provider
customers whose employees or plan participants, respectively, are permitted to
have access to the web site for daily self-improvement tips, questions and
answers, self-tests, news, reviews, and searchable health data. The web site
permits employers and managed care providers to reward use of the web site by
providing incentives based on frequency of activity. The Daily Health Zone
website is hosted by Murray Hill Communications, Inc. The Company is negotiating
with Murray Hill in connection with the execution of a final agreement to
purchase a license for the web site.
The Company anticipates that ChronicRx.com will become a wholly owned
subsidiary of the Company. The Company has reached agreements with the minority
members to redeem their interests in the subsidiary. The Company has reached
agreements with investors who have contributed cash to ChronicRx.com to exchange
their interests in ChronicRx.com for shares in the Company at $1.75 per share.
As a cost saving and time saving strategy, management has historically
elected to outsource major components of the business. Historically, the Company
has outsourced order fulfillment, billing, collections, utilization reporting,
legal and accounting services and a portion of sales force. However, by December
31, 1999, the Company developed and implemented in-house enrollment, customer
service, billing and collections departments. The Company intends to hire a
chief financial officer with experience in working for public companies during
the year 2000.
Competition
The business of providing blood sugar monitoring supplies by mail order is
an immature industry characterized by high growth rates, low barriers to enter
the business, and many small competitors. Of the many companies that are mail
order providers of blood glucose monitoring supplies, most do not directly
compete with MediQuik because they generally concentrate on Medicare patients by
direct solicitation, rather than focusing on health care
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payors. To the knowledge of the Company, each sells to patients rather than
payors under distribution agreements with the major manufacturers that provide
for relatively small price discounts. The Company believes that these companies
have little or no impact on the business of MediQuik. For them, one sale results
in one patient. For MediQuik, one sale will likely produce hundreds or thousands
of patients.
Several companies do compete with MediQuik in the traditional fee for
service market. MediQuik is aware of two companies that have exclusive marketing
agreements with certain manufacturers that target payors as clients rather than
individual patients. National Diabetic Pharmacies, Inc. ("NDP"), is based in
Roanoke, Virginia. NDP works primarily with diabetic managed care patients and
has approximately $18,000,000 in annual sales. NDP distributes products
manufactured by Boehringer Mannheim. TM Supply, Inc. doing business as Total
Medical Supply, located in Dothan, Alabama also competes with the Company. It
has a distribution agreement with Home Diagnostics, Inc., which manufactures
health care products. The Company believes that Total Medical Supply has
historically concentrated on Medicare business but has begun to shift into the
managed care private sector. MediQuik believes that neither NDP nor Total
Medical Supply is currently soliciting capitated agreements.
MediQuik has developed a program that shares cost containment directly
with the payor, which makes MediQuik effective as both a capitated fee and a fee
for service provider. MediQuik believes that it is the first company in its
industry to offer capitated fee contracts. Under such an arrangement, a managed
care payor would make payments to the Company based on the total number of
participants in its plan rather than the amount of products and services
actually consumed by its participants. Under capitated fee contracts the Company
risks that the cost of products and services it provides will exceed fees paid,
but the Company believes that capitated contracts will create a common financial
interest with its potential clients. Once payor clients recognize the advantages
of capitated agreements, the Company believes that its competitors will adopt
this strategy. The Company believes that it should acquire market share as
quickly as possible. MediQuik is currently offering capitated service contracts
to managed care payors but has not entered into any such contracts to date.
The Industry
The U.S. demand for Diabetes monitoring and maintenance, supplies,
pharmaceuticals and equipment is expected to grow from $4.692 billion in 2000 to
$6.545 billion by 2005. According to a March 1996 report of the Genesis Group
Associates, Inc. entitled "The Diabetes Dilemma Managing Markets and Technology"
(the "Genesis Report"), both the U.S. population and the incidence of Diabetes
in the U.S. population appear to be increasing. The Genesis Report also
indicates that on a worldwide basis, Johnson & Johnson, Boehringer Mannheim,
Bayer and MediSense, Inc. are the major manufacturers in the field. Effective
July 1, 1998, Medicare coverage was extended pursuant to the Balanced Budget Act
of 1997 to permit the reimbursement of Diabetes self-testing supplies, as well
as educational and training services for Diabetes. Management of the Company
believes that managed care payors will view Medicare's reimbursement guidelines
as the baseline for pricing these products and services.
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Market Segmentation.. The Company believes that there are five business
models in the market for Diabetes testing supplies, pharmaceuticals and
equipment:
1. Retail Pharmacies. Retail pharmacies typically offer a range of
products from different manufacturers that are available without prescription.
Purchasers may be reimbursed directly by their insurance carrier or Medicare for
Diabetes care products. Most payors, including Medicare, reimburse patients for
the cost of the supplies less annual deductible and co-payment amounts. Rules
for qualification and reimbursement for private insurance and Medicaid patients
vary from state to state.
2. Managed Care Providers. Some managed care providers distribute Diabetes
care products directly to patients covered by their plan. The Company
understands that many managed care providers have distribution agreements with
certain manufacturers of Diabetes care products.
3. Mail Order. Mail order suppliers often enroll patients directly and do
not depend on managed care payor referrals. Mail order suppliers tend to
concentrate on Medicare patients and often have distribution agreements with
each of the major manufacturers. Mail order suppliers usually handle billing and
collecting from third-party payors for the patient. The patient is responsible
to the supplier for deductible and co-pay amounts.
4. Managed Care Referred Providers. Certain providers receive patient
referrals directly from managed care providers. Of the three companies the
Company knows in this segment, the Company believes that each has an exclusive
agreement with a manufacturer that provides a pricing advantage over other
supply sources. The Company offers significant price discounts to the payors and
attempts to secure agreements whereby the managed care provider waives
deductible and co-payment amounts for their patients.
5. Capitated Fee Providers. Although the Company is not aware of any
provider of Diabetes services that offer a capitated fee arrangement, the
Company has, itself developed such a system. Under capitated fee arrangements,
the Company agrees to provide certain Diabetes-related services for a group of
patients for a fixed fee. MediQuik believes that it is the only company prepared
to enter into agreements with payors to share in the financial risk of patient
treatment.
Characteristics of Diabetes. Diabetes is a disease characterized by high
levels of blood glucose. During the normal digestion process, the body converts
food into glucose (sugar) to be used by the body's cells as a source of energy.
Insulin, a hormone produced by the pancreas gland, is necessary for normal
utilization of glucose by most cells in the body. In people with Diabetes,
insulin is either absent, not produced in sufficient amounts, or the body does
not respond to the insulin that is produced. Without insulin or effective use of
insulin, the body cannot use glucose for energy. Instead, glucose builds up in
the blood, creating high sugar levels in the body. Diabetes is typically
categorized into four types:
1. Type 1 Diabetes was previously called Insulin-Dependent Diabetes
Mellitus or
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Juvenile-Onset Diabetes. According to the CDC, Type 1 Diabetes may account for
5% to 10% of all diagnosed cases of Diabetes. Risk factors contributing to the
development of the disease are less well defined for Type 1 Diabetes than for
Type 2 Diabetes, but autoimmune, genetic, and environmental factors are involved
in the development of this type of Diabetes.
2. Type 2 Diabetes was previously called Non-Insulin-Dependent Diabetes
Mellitus or Adult-Onset Diabetes. The CDC estimates that Type 2 Diabetes may
account for about 90% to 95% of all diagnosed cases of Diabetes. Factors
associated with Type 2 Diabetes include age, obesity, family history of
Diabetes, prior history of gestational Diabetes, impaired glucose tolerance,
physical inactivity, and ethnicity. According to the CDC, African Americans,
Hispanic or Latin Americans, American Indians, and some Asian Americans and
Pacific Islanders are at particularly high risk for Type 2 Diabetes.
3. Gestational Diabetes develops in 2% to 5% of all pregnancies, according
to the CDC, but disappears when a pregnancy is over. The CDC also reports that
Gestational Diabetes occurs more frequently in African Americans, Hispanic/Latin
Americans, American Indians, and persons with a family history of diabetes.
Obesity also increases the risk of Gestational Diabetes. Women who have a
history of Gestational Diabetes are at increased risk for later developing Type
2 Diabetes. According to the CDC, some studies have found that nearly 40% of
women with a history of Gestational Diabetes developed Diabetes in the future.
4. "Other specific types" of Diabetes result from specific genetic
syndromes, surgery, drugs, malnutrition, infections, and other illnesses. The
CDC reports that such types of Diabetes may account for 1% to 2% of all
diagnosed cases of Diabetes.
Prevalence of Diabetes in the United States. In a release dated November
1, 1998, the CDC estimated that 15.7 million people in the United States, or
5.9% of the population, had Diabetes and that approximately 798,000 new cases of
Diabetes are diagnosed each year. The cases were segmented as follows:
Total (diagnosed and undiagnosed): 15.7 million, Diagnosed: 10.3 million,
Undiagnosed: 5.4 million, Type 1 Diabetes: 1 million, Type 2 Diabetes: 14.9
million, Women: 8.1 million (8.2% of all adult women) Men: 7.5 million (8.2% of
all adult men) Children age 19 years or younger: 123,000 (.16% of all people in
this age group) Adults age 65 years or older: 6.3 million (18.4% of all people
in this age group).
The distribution of Diabetes among adults, reported by race and ethnicity
(diagnosed and undiagnosed), is as follows: African Americans, 10.8%; Mexican
Americans, 10.6%; White Americans, 7.8%; American Indians and Alaska Natives,
9%.
According to the American Diabetes Association, the total cost of Diabetes
in 1997 was estimated to be $98 billion. Direct costs, estimated to be $44.1
billion in 1997, include costs attributable to medical treatment. Indirect
costs, estimated to be $54 billion in 1997, include costs attributable to
disability and mortality.
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Based on death certificate data, the CDC reported that Diabetes
contributed to the deaths of 193,140 persons in 1996. According to the CDC,
however, it is believed that death certificate data under-represents deaths for
which Diabetes is the cause or a contributing factor. Diabetes was the seventh
leading cause of death listed on U.S. death certificates in 1996, according to
CDC's National Center for Health Statistics. Diabetes is the sixth leading cause
of death by disease.
Treatment emphasizes control of blood glucose through blood glucose
monitoring, regular physical activity, meal planning, and attention to relevant
medical and psychosocial factors. In many patients, oral medications and/or
insulin injections are also required for appropriate glucose control. Treatment
of Diabetes is an ongoing process that is planned and regularly reassessed by
the health care team, the person with Diabetes, and his or her family. Patient
and family education are important parts of the process. Type 1 Diabetes can
only be treated with insulin injections. About 40% of Type 2 Diabetes patients
use insulin.
Diabetes can lead to significant long-term complications especially where
the disease has not received proper treatment for long periods. The following
table identifies some of the long-term complications and contains certain
statistical data evidencing the relationship to Diabetes:
Complication Relationship to Diabetes
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Heart disease The American Diabetes Association reports that
heart disease is 2 to 4 times more common in adults with
Diabetes and is present in 75% of Diabetes-related
deaths.
Stroke According to the American Diabetes Association, the risk
of stroke is 2 to 4 times higher in people with
Diabetes.
High Blood Pressure The CDC estimates that 60 to 65% of people with Diabetes
have high blood pressure.
Blindness Diabetes is the leading cause of new cases of blindness
among people 20 to 74 years of age, according to the
CDC, and 12,000 to 24,000 new cases of blindness each
year are caused by diabetic retinopathy.
Nerve Disease The CDC reports that about 60 to 70% of people
with Diabetes have mild to severe forms of
diabetic nerve damage (with such manifestations
as impaired sensation or pain in the feet or
hands, delayed digestion of food in the stomach,
carpal tunnel syndrome, and other nerve
problems). Severe forms of diabetic nerve disease
are a major contributing cause of lower extremity
amputations.
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Amputations More than half of lower limb amputations in the United
States occur among people with Diabetes according to
reports by the CDC. From 1993 to 1995, the average
number of amputations performed each year among people
with Diabetes was 67,000.
Dental Disease According to the CDC, periodontal disease, a gum
disease that can lead to tooth loss, occurs with
greater frequency and severity in people with
Diabetes. They report one study which found that
30% of Type 1 Diabetes patients age 19 years or
older had periodontal disease.
Complications of The rate of major congenital malformations in
Pregnancy babies born to women with pre-existing Diabetes
varies from 0 to 5% in women who receive preconception
care to 10% in women who do not receive preconception
care, according to the CDC. 3% to 5% of pregnancies
among women with Diabetes result in death of the
newborn; this compares to a rate of 1.5% for women who
do not have Diabetes.
Kidney Disease The American Diabetes Association reports that
Diabetes is the leading cause of kidney disease,
accounting for 40% of new cases.
Acquisition Strategy
In addition to the internal growth of the Company described above, the
Company intends to grow by acquiring additional chronic disease management
companies. Through such acquisitions, the Company intends to develop or increase
its capability to conduct order fulfillment, billing and collecting, sales,
utilization, reporting and other operations for the home delivery of
prescription drugs and disease management products and supplies to patients
nationwide.
Dependence on Major Customers
The Company depends on the managed care payors with which it has provider
agreements. If any managed care providers with which the Company does business
decide to end their relationships with the Company, and the Company is not able
to secure new relationships, the Company's future business and operating results
could be materially and adversely affected. In addition, the managed care
industry is undergoing substantial consolidation. In the event payors which
currently have provider agreements with the Company are acquired by payors not
associated with the Company, the acquired payor may elect to terminate its
agreement with the Company.
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Intellectual Property
The Company is in the process of applying for registration of the service
mark "MediQuik" with the United States Patent and Trademark Office. In an Office
Action dated August 30, 1999, the United States Trademark and Patent Office
indicated that they had performed a search and found no similar registered or
pending mark which would bar registration. The Company believes there will be no
material adverse effect on its business if it is not able to register the name.
If the Company's registration is unsuccessful and a competitor registers the
name, the competitor might bring an infringement action against the Company. If
such an infringement action were successful, the competitor could require the
Company to change its name or pay a license fee for the use of the name. If a
competitor were to use the name, the Company may lose customers who are confused
by the similarity of the Company's name and the name of its competitor.
Governmental Regulations
Numerous state and federal laws and regulations affect the Company's
business and operations. Some of those laws and regulations are discussed below.
The Company believes that it is operating its business in substantial compliance
with all existing legal requirements material to the operation of its business.
There are, however, significant uncertainties regarding the application of many
of these legal requirements. The Company cannot provide assurance that a
regulatory agency charged with enforcement of any of these laws or regulations
will not interpret them differently than the Company has. The Company cannot
guarantee that if an enforcement action is brought against the Company, that the
Company would prevail. In addition, there are numerous proposed healthcare laws
and regulations at the federal and state levels, many of which may materially
affect the Company's ability to conduct its business as it is presently
conducted or adversely affect the Company's results of operation.
The Company is unable to predict what additional federal or state
legislation or regulatory initiatives may be enacted in the future relating to
the Company's business or the healthcare industry in general, or what effect
such legislation or regulations may have on the Company. The Company cannot
provide any assurance that federal or state governments will not impose
additional restrictions or adopt interpretations of existing laws that could
have a material adverse effect on the Company's business or results of
operation. The Company believes that its operations are currently subject to
these laws only to a limited extent, however, because the Company's current
customers are managed care payors whose revenue is primarily derived from
private rather than government sources.
Anti-remuneration laws. The Company is subject to federal and state
anti-remuneration laws, such as the Medicare/Medicaid anti-kickback laws, which
govern certain financial arrangements among health care providers and others who
may be in a position to refer or recommend patients to such providers. These
laws prohibit, among other things, direct and indirect payments that are
intended to induce the referral of patients to, the arranging for services by,
or the recommending of, a particular provider of health care items or services.
The Medicare/Medicaid anti-kickback law has been broadly interpreted to apply to
certain contractual
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relationships between health care providers and sources of patient referral.
State laws vary from state to state, are sometimes vague and seldom have been
interpreted by courts or regulatory agencies. Violation of these laws can result
in civil and criminal penalties, and exclusion of health care providers or
suppliers from participation in (i.e., furnishing covered items or services to
beneficiaries of) the Medicare and Medicaid programs.
Billing Regulation. Certain provisions in the Social Security Act
authorize penalties, including exclusion from participation in Medicare and
Medicaid, for various billing-related offenses. The Department of Health and
Human Services can also initiate permissive exclusion actions for improper
billing practices such as submitting claims "substantially in excess" of the
provider's usual costs or charges, failure to disclose ownership and officers,
or failure to disclose subcontractors and suppliers.
Federal and State Assistance Programs. Funds received by the healthcare
providers under Medicare and Medicaid are subject to audit with respect to the
proper application of various payment formulas. Such audits can result in
retroactive adjustments of revenue from these programs, resulting in either
amounts due to the government agency from the provider or amounts due the
provider from the government agency. The Company does not currently receive
payments under any Medicare or Medicaid program, but it may elect to engage in
such business in the future.
Environmental Laws. Certain federal and state laws govern the handling and
disposal of medical, infectious and hazardous waste. Although MediQuik sells and
supplies products that could be deemed medical, infectious or hazardous waste
after use by the patient, the Company is not involved in the handling or
disposal of such materials after use by patients. Further, the Company does not
manufacture products; own real property; or engage in activities which involve
hazardous materials, result in the discharge of pollutants into the environment
or are likely to result in the violation of any existing environmental rules
and/or regulations. Consequently, the Company believes it is in compliance with
federal, state and local laws and regulations regarding environmental matters
that may be applicable to it, if any. To date, the Company has not incurred any
material costs in complying with such laws and regulations and does not
anticipate that costs of compliance with such regulations will have a material
affect on its future expenditures, earnings or competitive position.
Employees and Consultants
As of March 31, 2000, the Company and its subsidiaries had approximately
13 full-time employees. The employees of the Company are not subject to
collective bargaining agreements and management believes relations with
employees are good. As of March 31, 2000, the Company also pays four full-time
consultants.
Item 2. Description of Property
The Company's executive and administrative offices are located at 4295 San
Felipe, Suite 200, Houston, Texas 77027, which facilities are leased by the
Company from an
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<PAGE>
unaffiliated third party. The Company's lease covers 3,820 square feet and
expires on June 30, 2004. The monthly rental rate for such premises is
$5,252.50. As of March 1, 2000, the Company leased an additional 1,844 square
feet in the basement of the same premises for a rental amount of $1,950.00 per
month. In total, the Company occupies 5,664 square feet in the 4295 San Felipe
building. Because services related to many of the Company's business activities
are provided by contractors or consultants rather than Company employees, the
Company requires only limited office space and facilities for its operations.
The Company believes that the current facilities are adequate for its present
needs. Furthermore, the Company believes that suitable additional or replacement
space will be available when required on terms acceptable to the Company. The
Company has no present intent to invest in real estate, real estate mortgages or
persons primarily engaged in real estate activities, however the Company may
change this policy at any time without a vote of security holders. The Company
has obtained insurance to cover certain risks related to the premises as
required by the terms of the lease.
Item 3. Legal Proceedings
Neither the Company , nor any of its subsidiaries or any of its properties
is a party to any legal proceedings that are not routine litigation incidental
to the business.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted during the fourth quarter of the 1999 fiscal
year to a vote of security holders.
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters
As yet the Company's Common Stock has experienced limited trading
activity. A public trading market having the characteristics of depth, liquidity
and orderliness depends upon the existence of market makers as well as the
presence of willing buyers and sellers, which are circumstances over which the
Company does not have control. The following table sets forth the high and low
sale prices for the Common Stock (as reported by the Pink Sheets) for the
periods indicated since the inception of trading in January 1999. The quotations
below reflect inter-dealer prices, without retail mark-up, mark-down or
commission, and may not represent actual transactions.
Period High Low
------ ---- ---
First Quarter (from January 26, 1999 through March 31, 1999) $4.625 $1.75
Second Quarter $7.875 $3.125
Third Quarter $4.50 $1.125
Fourth Quarter (from October 1, 1999 to October 8, 1999) $2.00 $1.50
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<PAGE>
As of March 31, 2000, there were 148 holders of record of the Common
Stock, as shown on the records of the Transfer Agent and Registrar of the Common
Stock. Since many shares may be held by investors in nominee names, such as the
name of their broker or their broker's nominee, the number of record holders
often bears little relationship to the number of beneficial owners of the Common
Stock.
The Company has never paid any cash dividends on its stock and anticipates
that for the foreseeable future it will retain earnings, if any, for use in the
operation of its business. Payments of cash dividends in the future will depend
upon the Company's earnings, financial condition, any contractual restrictions,
restrictions imposed by applicable law, capital requirements and other factors
believed relevant by the Company's Board of Directors.
Item 6. Management's Discussion and Analysis or Plan of Operation
Forward Looking Statements
This management discussion contains certain forward-looking statements as
identified by the use of words like "expects", "believes", and "anticipates" and
other similar phrases. Such statements reflect management's current view of
future financial performance based on certain assumptions, risks and
uncertainties. If any assumptions, risk or uncertainty factors change, such
changes may have a material impact on actual financial results. The Company is
under no obligation to revise any forward-looking statements contained herein,
which are as of the date hereof. Readers are cautioned to not place undue
reliance on any forward-looking statements contained in this discussion.
Restatement
In July 1999, the Company terminated the Exclusive Marketing
Representative Agreement ("Marketing Agreement") between SMG and the Company and
acquired certain assets of SMG. In connection with the termination of the
Marketing Agreement, the Company issued restricted common stock to SMG. These
shares were originally valued at $3.75 per share based on the average stock
price quoted on the Over-the-Counter Bulletin Board from the date the agreement
with SMG was signed until the closing of the transaction. The Company originally
accounted for the transaction as a business combination under Accounting
Principles Board Opinion 16 and the excess of the purchase price over the fair
value of the assets acquired was allocated to goodwill.
Subsequent to the issuance of the Company's consolidated financial
statements as of and for the year ended December 31, 1999, the Company's
management determined that the transaction should not have been recorded as a
business combination and that goodwill associated with terminating the Marketing
Agreement should not have been recorded. Additionally, the Company's management
determined that the shares of common stock issued in
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<PAGE>
connection with the acquisition should have been recorded at a fair value of
$2.70 per share based on the fair value assigned to shares issued in a private
equity offering during July 1999. As a result, the consolidated financial
statements as of and for the year ended December 31, 1999 have been restated
from amounts previously reported to expense the excess of the purchase price
over the fair value of the assets acquired as the costs of terminating the
Marketing Agreement and to record the issuance of the common stock based on a
fair value of $2.70 per share.
Overview
MediQuik is a healthcare services company specializing in the delivery of
chronic disease management programs to chronically ill patients on behalf of
managed care payors.
The Company's business was organized on April 7, 1998, and began full-time
operations in July 1998 as Old MediQuik. Effective December 31, 1998, Old
MediQuik merged with and into Cash Flow Marketing, Inc., with Cash Flow as the
surviving corporation. Cash Flow changed its name to MediQuik Services, Inc.
immediately following the merger. This transaction has been treated as a capital
transaction in substance rather than a business combination; thus, the
accounting is similar to a reverse acquisition but no goodwill and/or
intangibles have been recorded. As a result Old MediQuik is considered the
accounting acquirer for financial statement purposes. Therefore, the financial
statements of the Company for periods prior to January 1, 1999 are the financial
statements of Old MediQuik, not Cash Flow Marketing, Inc.
Although initial Company revenues were derived primarily through product
sales, the Company has expanded beyond product delivery and has become a full
disease management provider working to improve patient care and reduce costs to
managed care payors. The Company currently offers managed care agreements based
on fee-for-service and capitated fee arrangements.
The Company is currently serving patients with diabetes and is developing
new disease management programs for other high cost, chronic diseases, such as
asthma and congestive heart failure. MediQuik is focusing on certain diseases
with large afflicted patient populations where clinical research indicates that
active management will improve the health condition of the patient and reduce
the financial burden for managed care payors. The Company is in the process of
conducting research regarding the new disease management programs.
MediQuik offers comprehensive disease monitoring and maintenance solutions
by providing pharmacy and diagnostic products, disease education, adherence
review and reporting, and personal health resources via the U.S. Mail, telephone
and the Internet. The Company provides a complete line of blood glucose
monitoring systems, testing strips, lancets, swabs, insulin pumps, compliance
and wound care products for diabetes patients, and the Company is adding new
products and services to complement existing disease management programs.
MediQuik is focused on delivering high quality products and services to chronic
disease patients for insurance organizations that bear the primary financial
risk for healthcare treatment. MediQuik also works directly with health
maintenance organizations (HMOs), preferred provider organizations (PPOs),
self-insured companies and other third-party payors (TPAs) in an effort to
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<PAGE>
enhance the quality of life for chronically ill patients and improve the
financial outcomes for managed care payors. The Company also provides billing
and collection activities on behalf of the patient to the healthcare plan.
Research indicates that patients who actively manage certain chronic
disease factors experience reduced disease complications and an enhanced quality
of life. The Company believes that a coordinated disease management program,
including convenient product delivery and billing, personalized patient
education, routine disease counseling, immediate access to healthcare
professionals, and ongoing compliance testing will improve clinical and
financial outcomes for patients and managed care payors.
Liquidity and Capital Resources
The Company's principal cash requirements to date have been to fund
working capital in order to support growth of net sales. Because revenue from
operations has been inadequate to completely fund these requirements, the
Company has supplemented its revenue from operations with proceeds from its
private offerings of securities, loans and extensions of credit from vendors in
order to meet its working capital requirements. The Company anticipates that as
revenue from sales to managed care plans increases, the Company will be able to
satisfy all of its funding requirements for operations from such revenue. The
Company had an aggregate of $47,424 in cash as of December 31, 1999.
The Company has $130,000 of 15% Subordinated Debentures originally due in
June and December 1999. The Company paid $15,000 of the debentures in July 1999,
$55,000 in December 1999, and $10,000 in March, 2000 and has received an
extension on the balance of $50,000, plus accrued interest, until June 2000. The
debentures are owed to significant shareholders of the Company. The Company has
accrued wages of approximately $178,000 primarily to Company officers and
insiders who are significant shareholders in the Company. The Company expects to
pursue additional equity and debt financing to meet future working capital
requirements.
Accounts receivables are primarily derived from payments due to the
Company by managed care plans and providers. As revenues increase, the Company
expects working capital requirements to increase. Standard medical billing
cycles for managed care plans average between 45-60 days. The Company expects to
experience similar billing cycles as direct managed care plan business
increases.
In July 1999, the Company obtained a verbal agreement to provide up to
$100,000 of credit so long as an officer of the Company maintains sufficient
compensating balances in accounts with the lender. Pursuant to this arrangement,
R. Craig Christopher, Chief Operating Officer of the Company, deposited $100,000
with First Bank Texas N.A. ("First Bank") and transferred $35,000 to the
Company's account, which the Company subsequently repaid to Mr. Christopher
without interest. Mr. Christopher currently maintains a $100,000 compensating
balance with First Bank to support the Company's liquidity needs. Neither First
Bank nor Mr.
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<PAGE>
Christopher have made any commitment to continue this practice, and it could be
terminated by either First Bank or Mr. Christopher at any time.
In December 1999, the Company began raising money from private investors
through a Private Placement Memorandum. As of December 31, 1999, MediQuik has
raised $215,000 in cash. The PPM established a unit price of $2.00 per unit. The
unit includes one share of MediQuik common stock and two warrants to purchase a
share of common stock exercisable at $2.00 per share.
Pursuant to the termination of the marketing agreement with Scardello
Marketing Group, LLC ("SMG") in July 1999, the Company assumed a Commercial
Revolving or Draw Note, dated May 19, 1999, in the original principal amount of
$25,000 executed by SMG for the benefit of First Bank and with a maturity date
of June 5, 2001. The outstanding principal amount of the note is currently $0,
which bears interest at a variable rate per annum of 1.5% over the prime rate as
quoted and adjusted by First Bank. The Company expects to seek additional lines
of credit to finance inventory purchase requirements associated with revenue
growth.
On March 31, 2000, MediQuik signed a Letter of Intent with MiraQuest
Capital Holdings, Inc (MiraQuest). The terms of Letter of Intent provide
MediQuik with $2,000,000 in initial funding and an equity interest in MiraQuest,
an Internet Holding Company comprised primarily of B2B entities. As of April 20,
2000, MediQuik has received $300,000 in advances pursuant to the terms of the
Letter of Intent. MiraQuest has a stated value of $400,000,000. MediQuik is
being valued at approximately $13,000,000 ($2.00 per share). The transaction
would provide MiraQuest with 70%-80% of the voting stock in MediQuik. MediQuik
has engaged a financial advisory firm, (Howard, Frazier, Barker, Elliott, Inc.)
to provide a fairness opinion on the transaction. MiraQuest has several
healthcare internet holdings including Everfill.com, JITMedical,com and
Seniorcities.com. Everfill.com and MiraQuest both intend to announce Initial
Public Offering's by first quarter 2001.
Results of Operations
MediQuik is rapidly expanding through internal sales growth and plans to
conduct strategic acquisitions to further fuel growth and accelerate the time to
market of additional planned services. During 1998 and 1999, the Company
established: (i) corporate marketing and fulfillment operations; (ii)
contractual relationships with product manufacturers; (iii) contractual
relationships with specialty service providers; (iv) contractual relationships
with insurance payors and provider networks; (v) contractual relationship with a
pharmacy products distribution company; and (vi) initial patient enrollment and
fulfillment operations.
During 1999, the Company expanded its sales efforts, signing 6 new
diabetes management contracts.
Revenue from Operations
The Company commenced operations in July 1998 and received its initial
revenue in August 1998. For the period from April 7, 1998 to December 31, 1998,
the Company reported
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<PAGE>
revenue of $372,226. Total revenue increased to $982,292 for the 12 months ended
December 31, 1999.
Revenue growth was primarily derived from diagnostic product sales to
managed care plans, providers and patients. The Company is currently deriving
the majority of its revenues through direct sales to managed care plans. The
Company expects to realize significant improvement in gross margin percentages
with increased direct managed care plan revenues. Cash flow from operations has
not been sufficient to fund all of the Company's initial operating activities to
date.
MediQuik receives patients primarily through agreements with managed care
plans and provider networks. Management believes that enrollment in managed care
plans has increased in recent years and, as a result, patient referrals
generated through the managed care plans should increase.
Gross Profit
The Company commenced operations in July 1998 and received its initial
gross profit in August 1998. For the period from April 7, 1998 to December 31,
1998, the Company reported gross profit of $54,673 or 14.7% of revenue for the
period. Gross profit increased to $257,687 or 26.2% of revenue, for the 12
months ended December 31, 1999.
Gross profit was derived from diagnostic product sales to managed care
payors and patients. The gross profit percentage is the result of volume
purchase discounts. The Company expects continued increases in gross profit
percentage with increased direct sales to managed care plans.
Operating Expenses
For the period from April 7, 1998 to December 31, 1998, operating expenses
were $856,532. Operating expenses increased to $4,030,868 for the 12 months
ended December 31, 1999, an increase of 371%. The increase in operating expenses
is primarily associated with the initiation of operating business activities
including marketing and selling expenses, general and administrative costs,
consultant's compensation and the hiring and training of staff. Operating
expenses include the effect of $2,270,153 in several non-cash equity
transactions, including the costs of terminating the marketing agreement with
Scardello Marketing Group, LLC.
Net Loss
The Company experienced a net loss of $829,854 for 1998, primarily
attributed to the development of the Company's business operations. Net loss
increased to $3,780,279 for the 12 months ended December 31, 1999. Net loss
includes the effect of $2,159,362 in several non-cash equity transactions,
including the costs of terminating the marketing agreement with Scardello
Marketing Group, LLC. The Company expects the net loss to decrease with
increased revenues and gross profits from business operations.
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<PAGE>
Item 7. Financial Statements
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
MediQuik Services, Inc.
Houston, Texas
We have audited the accompanying consolidated balance sheets of MediQuik
Services, Inc. and subsidiary (the "Company") as of December 31, 1999 and 1998,
and the related consolidated statements of operations, changes in stockholders'
equity (deficit), and cash flows for the year ended December 31, 1999 and for
the period from April 7, 1998 (date of incorporation) to December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 1999
and 1998, and the results of their operations and their cash flows for the year
ended December 31, 1999 and for the period from April 7, 1998 (date of
incorporation) to December 31, 1998 in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 12, the accompanying financial statements for the year
ended December 31, 1999 have been restated.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
April 5, 2000 (September 27, 2000 as to the
effects of the matters discussed in Note 12)
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
(As restated,
ASSETS see Note 12)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 47,424 $ 7,578
Accounts receivable, net of allowance of $88,702 and $0,
respectively 141,695 50,785
Advances 16,000
Inventory 21,737 79,093
----------- -----------
Total current assets 210,856 153,456
PROPERTY AND EQUIPMENT:
Office equipment 74,850 249
Less accumulated depreciation (7,215) (29)
----------- -----------
Total property and equipment 67,635 220
OTHER ASSETS 143,407 61,651
----------- -----------
TOTAL $ 421,898 $ 215,327
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 199,479 $ 153,656
Accrued expenses 598,208 100,908
Notes payable and subordinated debentures 85,000 280,000
----------- -----------
Total current liabilities 882,687 534,564
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock - 1,000,000 shares authorized, none issued
and outstanding
Common stock - $.001 par value 25,000,000 shares authorized;
6,032,007 shares issued and outstanding at December 31, 1999 and
4,849,173 shares issued and outstanding at December 31, 1998 6,033 4,849
Additional paid-in capital 4,143,311 505,768
Accumulated deficit (4,610,133) (829,854)
----------- -----------
Total stockholders' deficit (460,789) (319,237)
----------- -----------
TOTAL $ 421,898 $ 215,327
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
--------------------------------------------------------------------------------
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
Year Period from
Ended April 7, 1998 to
December 31, December 31,
1999 1998
(As restated,
see Note 12)
SALES $ 982,292 $ 372,226
COST OF SALES 724,605 317,553
----------- -----------
GROSS PROFIT 257,687 54,673
OPERATING EXPENSES:
Salaries - officers 412,323 138,000
Consulting fees 1,613,590 433,712
Other 2,004,955 284,820
----------- -----------
Total operating expenses 4,030,868 856,532
----------- -----------
LOSS FROM OPERATIONS (3,773,181) (801,859)
OTHER INCOME (EXPENSE):
Interest income 3,048 315
Other income 14,114 --
Interest expense (24,260) (28,310)
----------- -----------
Total other (expense) income (7,098) (27,995)
----------- -----------
NET LOSS $(3,780,279) $ (829,854)
=========== ===========
BASIC AND DILUTED LOSS PER SHARE $ (0.68) $ (0.21)
=========== ===========
BASIC WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,537,900 3,934,409
=========== ===========
DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,537,900 3,934,409
=========== ===========
See accompanying notes to consolidated financial statements.
--------------------------------------------------------------------------------
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1999 AND THE PERIOD
FROM APRIL 7, 1998 (DATE OF INCORPORATION) TO DECEMBER 31, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional
Common Paid-In Accumulated
Shares Stock Capital Deficit Total
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BALANCE, APRIL 7 1998 (Date of Incorporation)
Proceeds from issuance of Founders' shares 110,000 $ 110 $ 110
Acquisition of MediQuik Services LLC assets 2,750,000 2,750 2,750
Proceeds from issuance of warrants $ 11,000 11,000
Exercise of warrants for consulting services 117,961 118 235,922 236,040
Issuance of restricted stock 1,000,000 1,000 1,000
Conversion of Convertible Debt 75,000 75 2,925 3,000
Acquisition of Cash Flow Management Inc. 662,165 662 662
Proceeds from exercise of warrants and
issuance of common stock 134,047 134 255,921 256,055
Net loss $ (829,854) (829,854)
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1998 4,849,173 4,849 505,768 (829,854) (319,237)
Repurchase of unexercised warrants (12,880) (12,880)
Proceeds from issuance of common stock
and warrants 570,500 571 1,167,030 1,167,601
Issuance of common stock under consulting
agreements 272,334 273 1,017,169 1,017,442
Issuance of warrants for consulting services 463,100 463,100
Issuance of common stock under employment
agreement 10,000 10 28,190 28,200
Issuance of common stock related to termination
of marketing agreement - as restated ,
see Note 12 330,000 330 890,670 891,000
Proceeds received for interest in subsidiary
84,264 84,264
Net loss - as restated, see Note 12
(3,780,279) (3,780,279)
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999
As restated, See Note 12 6,032,007 $ 6,033 $ 4,143,311 $(4,610,133) $ (460,789)
=========== =========== =========== =========== ===========
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Period from
Ended April 7, 1998 to
December 31, December 31,
1999 1998
(As restated,
see Note 12)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,780,279) $ (829,854)
Adjustment for noncash transactions:
Common stock and warrants issued for services 1,508,742 240,040
Termination of marketing agreement 761,411
Depreciation and amortization 29,088 9,141
Provision for losses on accounts receivable 88,702 --
Net changes in assets and liabilities:
Accounts receivable (179,612) (50,785)
Advances -- (16,000)
Inventory 57,356 (79,093)
Accounts payable 45,823 153,656
Accrued expenses 497,300 100,908
Other assets 52,630 (70,763)
Other (10,699) --
----------- -----------
Net cash used in operating activities (929,538) (542,750)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES -
Capital expenditures (74,601) (249)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt issuance 25,000 280,000
Repayment of indebtedness (220,000) --
Repurchase of unexercised warrants (12,880) --
Proceeds from sale of common stock 1,167,601 270,577
Proceeds from sales of interests in subsidiary 84,264 --
----------- -----------
Net cash provided by financing activities 1,043,985 550,577
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 39,846 7,578
CASH AND CASH EQUIVALENTS, beginning of period 7,578 --
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 47,424 $ 7,578
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid $ 26,365 $ --
NONCASH TRANSACTIONS
Restricted stock award $ -- $ 1,000
Debt converted to stock -- 3,000
Stock issued in MediQuik Services LLC acquisition -- 2,750
Common stock issued in connection with terminated marketing agreement 891,000 --
</TABLE>
See accompanying notes to consolidated financial statements.
--------------------------------------------------------------------------------
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<PAGE>
MEDIQUIK SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR THE PERIOD
FROM APRIL 7, 1998 (DATE OF INCORPORATION) TO DECEMBER 31, 1998
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity - MediQuik Services, Inc. ("MediQuik")
was organized in Delaware on April 7, 1998. On April 7, 1998, MediQuik issued an
aggregate of 2,750,000 shares of its common stock to designees of MediQuik
Services, LLC in consideration of the transfer of certain assets of MediQuik
from MediQuik Services, LLC. Effective December 31, 1998, MediQuik was merged
with and into Cash Flow Marketing, Inc., a Delaware corporation ("Cash Flow"),
which, as the surviving corporation, subsequently changed its name to MediQuik
Services, Inc. This transaction has been treated as a capital transaction in
substance, rather than a business combination; thus the accounting is similar to
a reverse acquisition but no goodwill and/or intangible assets have been
recorded. As a result, MediQuik is considered the acquiring entity for financial
statement purposes, and the financial statements for the period prior to January
1, 1999 are those of MediQuik Services, Inc, not Cash Flow, the legal acquirer.
In connection with the merger, the Company issued an aggregate of
4,849,000 shares of common stock to the stockholders of MediQuik and Cash Flow.
At the time of the merger, Cash Flow was a "Shell" corporation with
substantially no assets, business or operations.
Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of MediQuik Services, Inc. and its subsidiary
ChronicRX.com (collectively, the "Company"). All significant intercompany
accounts and transactions have been eliminated.
Use of Estimates - The preparation of the accompanying consolidated
financial statements in conformity with generally accepted accounting principles
requires management to make certain estimates and assumptions that directly
affect the results of reported amounts of assets, liabilities, revenues, and
expenses. Actual results may differ from these estimates.
Revenue and Cost Recognition - The Company generates revenue from provider
agreements by delivering medical supplies directly to patients covered by these
provider agreements. The Company recognizes revenues from sales contracts when
products are shipped. The Company has not experienced any product returns to
date.
Inventory - Inventory consists of chronic disease management products and
is reflected in the consolidated financial statements at the lower of cost
(first in first out) or market.
Cash and Cash Equivalents - Cash and cash equivalents for purposes of
these consolidated financial statements are considered to be all highly liquid
debt instruments with an original maturity of three months or less.
Bad Debts - An allowance for bad debts is provided for based on
management's best estimates of amounts that are deemed uncollectible. Such
allowance is $88,702 and $0 at December 31, 1999 and 1998, respectively.
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<PAGE>
Property and Equipment - Property and equipment is stated at cost. The
cost of betterments are added to the property accounts. Maintenance and repair
costs are charged to expenses as incurred. Upon disposal of an asset, the
difference between the sales proceeds and the net book value is charged or
credited to income. The Company follows the American Institute of Certified
Public Accountants Statement of Position No. 98-1, "Accounting for Costs of
Computer Software Developed or Obtained for Internal Use," to determine when to
capitalize or expense costs incurred to develop or obtain internal use software,
such as the Company's internet site. Under this guidance, the Company expenses
costs incurred in the preliminary project stage and thereafter capitalizes costs
incurred in developing or obtaining internal use software. Certain costs, such
as licensing, maintenance and training, are expensed as incurred. Depreciation
of property is provided using primarily the straight-line method over the
following estimated useful lives:
Classification Years
Internet site development 3
Office equipment 5
Furniture and fixtures 7
Depreciation expense was $7,186 and $29 for the year ended December 31,
1999 and the period from April 7, 1998 to December 31, 1998, respectively.
As a result of the purchase of assets from MediQuik Services, LLC, the
Company has recorded an identified intangible in other assets related to certain
contracts acquired. This intangible ceased to be of value to the Company during
1999 and an impairment of $52,539 has been recognized in the 1999 consolidated
statement of operations. As of December 31, 1998, the accumulated amortization
is $9,112.
The Company reviews intangible assets on a quarterly basis to determine if
such intangibles have been impaired. Any impairment would be recognized in the
consolidated statement of operations.
Significant Customers - The Company had sales to five significant
customers of approximately 87% for the year ended December 31, 1999, and to a
single significant customer of approximately 86% for the period ended December
31, 1998. Such customers represented approximately 80% of the accounts
receivable balances at December 31, 1999 and 1998.
Comprehensive Income - In June 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 130,
"Reporting of Comprehensive Income" ("SFAS 130"). SFAS 130 establishes standards
for reporting and displaying comprehensive income and its components. SFAS 130
is effective for periods beginning after December 31, 1997. The purpose of
reporting comprehensive income is to report a measure of all changes in equity
of an enterprise that results from recognized transactions and other economic
events of the period other than transactions with owners in their capacity of
owners. As of December 31, 1999 and 1998, there are no adjustments ("Other
Comprehensive Income") to net loss in deriving comprehensive income.
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<PAGE>
Segment Disclosures - In June 1997, the FASB issued Statement of Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" ("SFAS 131"). SFAS 131 establishes standards for the way
that public business enterprises report information about operating segments.
SFAS 131 is effective for periods beginning after December 31, 1997. The Company
currently operates under one segment and all revenues were generated in the
Company's country of domicile.
Derivatives - In June 1998, the FASB issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), which establishes accounting and reporting standards
for derivative instruments and hedging activities. In June 1999, the FASB issued
SFAS No. 137, which delays the effective date for implementation of SFAS 133 to
fiscal years beginning after June 15, 2000. The Company held no derivatives in
1999 or 1998 and believes that SFAS No. 133, when adopted effective January 1,
2001, will not materially impact its financial position or results of
operations.
Fair Values of Financial Instruments - At December 31, 1999 and 1998, the
carrying amounts of the Company's cash, receivables, payables and debt
approximated their fair values.
2. EARNINGS PER SHARE
The Company has adopted SFAS 128, "Earnings per Share," which establishes
standards for computing and presenting earnings per share ("EPS"). SFAS 128
requires the presentation of "basic" and "diluted" EPS on the face of the
consolidated statement of operations. Basic EPS amounts are calculated using the
weighted average number of common shares outstanding during each period. Diluted
earnings per share assumes the exercise of all stock options and warrants having
exercise prices less than the average market price of the common stock using the
treasury stock method. No dilutive securities of the Company were outstanding at
December 31, 1998; however, warrants to purchase 250,000 shares of common stock
at exercise prices ranging from $3.00 - $4.00 per share were issued from
February to April 1999. In addition, in connection with the sale of certain
common stock during 1999, the Company issued warrants to purchase 215,000 shares
of common stock at an exercise price of $2.00. Since the Company incurred a loss
for all periods presented, any dilutive securities would have been excluded, as
they would be anti-dilutive to basic EPS.
3. CONTRACT TERMINATION
In July 1999, the Company terminated the Exclusive Marketing
Representative Agreement ("Marketing Agreement") between Scardello Marketing
Group, LLC ("SMG") and acquired certain assets of SMG. The Marketing Agreement
had a term of five years ending in 2004. In connection with the termination of
the Marketing Agreement, the Company issued to SMG 330,000 shares of restricted
common stock valued at $2.70 per share, assumed a note payable of $25,000 due to
a bank and received the proceeds of such note, and forgave $15,396 in debt due
from SMG. The Company
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acquired the assets of SMG and terminated the Marketing Agreement primarily to
internally operate the Company's marketing activities.
4. SUBSIDIARY
In May 1999, MediQuik formed an 80% owned subsidiary known as
ChronicRX.com to provide Internet-based pharmacy services. ChronicRX.com will
focus on the chronic care niche market and will specialize in prescription and
non-prescription medicines and management products used to treat chronic
diseases of all kinds.
ChronicRX.com has a net loss of approximately $139,500 for the year ended
December 31, 1999, and has a deficiency in net assets. Accordingly, the Company
has not recognized a liability to the minority interest.
The Company anticipates that ChronicRX.com will become a wholly-owned
subsidiary of the Company. In March 2000, the Company reached agreements with
investors who have contributed cash to ChronicRX.com to exchange their interest
in ChronicRX.com for shares of the Company at $1.75 per share.
5. INCOME TAXES
The Company has a net operating loss carryforward of approximately
$2,730,000 and $734,000 as of December 31, 1999 and 1998, respectively, that may
be applied against future federal taxable income. This loss gives rise to a
deferred tax asset at December 31, 1999 and 1998 of approximately $928,000 and
$249,000, respectively. Management has established a valuation allowance equal
to the amount of the deferred tax asset, as it is more likely than not that the
Company will not be able to realize this asset. The loss carryforward begins to
expire on December 31, 2018.
6. NOTES PAYABLE AND SUBORDINATED DEBENTURES
Notes payable and subordinated debentures consist of the following:
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
<S> <C> <C>
Note payable to bank with variable interest rate at 1.5% over
Prime, due June 5, 2001 $ 25,000 $ --
Three notes payable, $50,000 each to shareholders with interest
interest at 9%, payable February 20, 1999 -- 150,000
Subordinated debentures to shareholders with interest at 15%,
payable in two installments of $15,000 each, due on June 30, 1999
and December 31, 1999 -- 30,000
Ten subordinated debentures, to certain shareholders with
interest at 15%, due on June 30, 1999 and December 31, 1999 60,000 100,000
-------- --------
$ 85,000 $280,000
======== ========
</TABLE>
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<PAGE>
Of the amounts due in June and December 1999, $220,000 was paid during
1999. The remaining $60,000 payment due on December 31, 1999 has been extended
until June 30, 2000.
In July 1999, the Company obtained a verbal agreement to provide up to
$100,000 of credit so long as an officer of the Company maintains sufficient
compensating balances in accounts with the lender. Repayment of such line of
credit has been guaranteed by the same officer of the Company.
The three 9% notes payable had an original aggregate principal balance of
$153,000. Each of the notes payable provided for $1,000 of the outstanding
principal to be convertible into shares of the Company's common stock at a rate
of 25 shares for each $1.00 of debt converted. In August 1998, the three notes
payable holders each converted $1,000 of principal into 25,000 shares of common
stock.
7. EQUITY TRANSACTIONS
Warrants - From February to April 1999, the Company issued warrants to
purchase 250,000 shares of common stock at an exercise price ranging from $3.00
to $4.00 per share in consideration for services provided. All warrants expire
by April 30, 2000; the Company has recorded an expense of $463,100 based on the
fair value of the warrants as of the grant date.
In December 1999, in connection with the sale of common stock the Company
issued warrants to purchase 215,000 shares of common stock at an exercise price
of $2.00. The warrants begin to become exercisable in June 2000 and expire in
December 2001.
In April 1998, the Company issued warrants for the purchase of 1,100,000
shares of MediQuik common stock at an exercise price ranging from $2.00 to $5.00
per share in consideration of $11,000. Additionally, performance-based warrants
for the purchase of 440,000 shares of common stock were issued to a consultant
at an exercise price of .001 per share; during November 1998, warrants for the
purchase of 117,961 shares of common stock were exercised based on the
performance criteria. The Company has recorded compensation expense of $236,040
based on the fair value of the common stock issued in November 1998.
Following consummation of the Cash Flow merger, the consulting agreement
was amended and all unexercised warrants were repurchased for $12,880.
Private Stock Offerings - In February 1999, the Company issued 350,000
shares of common stock for $700,000.
In June 1999, the Company issued 75,000 shares of common stock for
$150,000.
In July 1999, the Company issued 38,000 shares of common stock for
$102,601.
In December 1999, the Company issued 107,500 shares of common stock and
warrants for $215,000.
From August to October 1998, warrants for the purchase of 134,047 shares
of common stock were exercised for $256,055.
Other Equity Transactions - During February to December 1999, the Company
issued 282,334 shares of common stock to various consultants and employees of
the Company at a fair value of approximately $1,045,642.
On April 7, 1998, the Company issued 110,000 shares of common stock for
$110.
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On April 15, 1998, the Company granted 1,000,000 shares of common stock,
pursuant to the Company Stock Incentive Plan, to certain key executives at a
value of $.001 determined by the Board of Directors for issuance during 1998.
On April 15, 1998, the Company granted 300,000 non-vested shares of common
stock to a consultant for financial advisory and corporate consulting services
at a value of $.001 determined by the Board of Directors for issuance by April
14, 1999. Such shares were canceled in connection with the amended consulting
agreement referred to above.
8. RELATED PARTY TRANSACTIONS
As of December 31, 1999 and 1998, the Company had certain outstanding
receivable balances of $0 and $22,865 with related parties and payable balances
of $40,250 and $19,644, respectively. The receivable amounts derive from sales
in the ordinary course of business and the payable amounts relate to certain
consulting services.
During the periods ended December 31, 1999 and 1998, the Company paid for
business plan development and investment banking services furnished by an
affiliate and certain consulting and legal services performed by other related
parties. During the periods ended December 31, 1999 and 1998, the Company
incurred expenses of $154,750 and $173,500 for these services, respectively,
which are included in the consolidated statements of operations. In addition,
the Company has accrued wages of $178,345 primarily to Company Officers who are
shareholders of the Company.
9. STOCK INCENTIVE PLAN
The Company completed a Stock Incentive Plan to provide stock incentives
to certain key employees and directors of the Company. An aggregate of 1,500,000
shares of common stock may be issued pursuant to the Stock Incentive Plan. See
Note 7 for information concerning shares issued in connection with the stock
incentive plan.
10. COMMITMENTS AND CONTINGENCIES
The Company has entered into several provider agreements with various
corporations for terms ranging from one to five years. The Company supplies
diagnostic products to the patients under these provider agreements. The Company
has also entered into two consulting agreements containing monthly fees.
Lease - On May 7, 1999, the Company entered into a new five-year lease
agreement for office space. The minimum lease payments under such agreement are
as follows:
2000 $ 63,030
2001 63,030
2002 63,030
2003 63,030
2004 31,515
--------
Total $283,635
========
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<PAGE>
Rent expense amounted to $55,414 and $29,369 for the periods ended
December 31, 1999 and 1998, respectively. In March 2000, the Company leased
additional office space. The minimum lease payments will increase $23,400 for
each year due to the additional lease payment.
Purchase Commitments - The Company has entered into an agreement with a
supplier of diabetes management products to purchase certain minimum quantities
of product on an annual basis in order to receive specified discounted prices.
Lost Share Certificate - During July 1999, the Company authorized and
issued a certificate for 330,000 shares of common stock to SMG. The certificate
was issued with a restricted legend on the face. As of April 5, 2000 the Company
has not been able to locate it. As a result, the Company placed the certificate
on hold with the stock transfer agent immediately upon realization that the
certificate was lost during 1999. The Company authorized and issued an
additional certificate for 330,000 shares of common stock to SMG. SMG confirmed
that it received only the second certificate. The Company does not believe that
the originally issued shares will ever be located and presented in exchange for
value and accordingly, as of December 31, 1999, a total of 330,000 shares was
considered outstanding to SMG. The restriction of the shares and the hold
placement with the stock transfer agent are basis for the Company's opinion. The
Company intends to cancel such certificate during 2000. At December 31, 1999 the
fair market value of 330,000 shares was approximately $680,000. If the
originally issued shares had been outstanding during 1999, the basic and diluted
loss per share would have been $(0.66).
11. SUBSEQUENT EVENTS
On March 31, 2000, the Company signed a Letter of Intent with MiraQuest
Capital Holdings, Inc. (MiraQuest), to issue to MiraQuest an amount of common
stock equal to the amount of the Company's outstanding stock, including
issuances due certain employees, contractors, consultants and any unexercised
Warrants and Options, just prior to the issuance. The intent is to convey to
MiraQuest a 50% ownership of the common stock of the Company on a fully diluted
basis. At closing MiraQuest will additionally purchase a quantity of voting
preferred stock sufficient to provide MiraQuest with a target of 70% to 80%
ownership. The Letter of Intent allows for convertible debt as an alternative to
or supplement to preferred stock.
In return for the Company's common and preferred stock, MiraQuest will
provide to the Company a minimum of $2 million cash net of any advances and
MiraQuest stock for the remaining sum required to equal the valuation of the
Company. The Company has received $200,000 in advances from MiraQuest as of
April 5, 2000 with an additional $200,000 due in two equal weekly distributions.
These advances are in the form of cash loans secured by the Company's common
stock in accordance with the provisions of the current terms of the Company's
private stock offering.
The Company's principal cash requirements to date have been to fund
working capital in order to support growth of net sales. Because revenue from
operations has been inadequate to completely fund these requirements, the
Company has supplemented its revenue from operations with proceeds from its
private offerings of securities, loans and extensions of credit from vendors in
order to meet its working capital requirements. The
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<PAGE>
Company anticipates that as revenue from sales to managed care plans increases,
the Company will be able to satisfy all of its funding requirements for
operations from such revenue. The Company has received $274,000 from the
issuance of 137,000 shares of common stock from January 1, 2000 through April 5,
2000.
12. RESTATEMENT
In July 1999, the Company terminated the Exclusive Marketing
Representative Agreement ("Marketing Agreement") between SMG and the Company and
acquired certain assets of SMG. In connection with the termination of the
Marketing Agreement, the Company issued restricted common stock to SMG. These
shares were originally valued at $3.75 per share based on the average stock
price quoted on the Over-the-Counter Bulletin Board from the date the agreement
with SMG was signed until the closing of the transaction. The Company originally
accounted for the transaction as a business combination under Accounting
Principles Board Opinion 16 and the excess of the purchase price over the fair
value of the assets acquired was allocated to goodwill.
Subsequent to the issuance of the Company's consolidated financial
statements as of and for the year ended December 31, 1999, the Company's
management determined that the transaction should not have been recorded as a
business combination and that goodwill associated with terminating the Marketing
Agreement should not have been recorded. Additionally, the Company's management
determined that the shares of common stock issued in connection with the
acquisition should have been recorded at a fair value of $2.70 per share based
on the fair value assigned to shares issued in a private equity offering during
July 1999. As a result, the consolidated financial statements as of and for the
year ended December 31, 1999 have been restated from amounts previously reported
to expense the excess of the purchase price over the fair value of the assets
acquired as the costs of terminating the Marketing Agreement and to record the
issuance of the common stock based on a fair value of $2.70 per share.
A summary of the significant effects of the restatement is as follows:
As Previously As
Reported Restated
As of December 31, 1999:
Other assets $ 1,140,527 $ 143,407
Additional paid-in capital 4,489,811 4,143,311
Accumulated deficit (3,959,513) (4,610,133)
For the year ended December 31, 1999:
Other operating expenses 1,354,335 2,004,955
Total operating expenses 3,380,248 4,030,868
Loss from operations (3,122,561) (3,773,181)
Net loss (3,129,659) (3,780,279)
Basic and diluted loss per share (0.57) (0.68)
*******
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Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III.
Item 9. Directors, Executive Officers Promoters and Control Persons, Compliance
with Section 16(a) of the Exchange Act.
The following table sets forth certain information concerning the
Company's executive officers and directors. The members of the Board of
Directors are divided into three classes, as nearly equal in number as possible.
Generally, members are elected for a three-year term, with the term of one class
expiring each year. Howard B. Butler, Jr. is a Class I director, William J.
Marciniak is a Class II director, and Grant M. Gables is a Class III director.
The term of the Class I director expires at the Company's next annual meeting of
stockholders. The terms of the Class II and Class III directors expire at the
annual meeting of stockholders to be held in 2000 and 2001, respectively. At
each annual meeting of stockholders, directors of the class the term of which
then expires will be elected by the holders of the Common Stock to succeed those
directors whose terms are expiring. Officers are elected annually by, and serve
at the discretion of, the Company's Board of Directors.
Name Age Position
William Marciniak 49 Interim CEO, Vice President of
Marketing and Director
Grant M. Gables 35 Executive Vice President, COO and Director
Howard B. Butler, Jr. 52 Secretary, Treasurer, Corporate
Counsel and Director
R. Craig Christopher 55 Vice President of Product Fulfillment
Benjamin J. Scardello 45 Vice President of Managed Care Services
Lawrence J. Wedekind 44 Director
Donald Holmquest, MD 61 Health Care Counsel
WILLIAM J. MARCINIAK has been an officer and director of the Company since
April 7, 1998. Since 1989, Mr. Marciniak has served as an independent consultant
to the health care industry. In such capacity he developed employer funded
employee stock ownership plans for the Mediplex Companies, an infusion therapy
company. In addition, he developed a medical receivables securitization program
for Advacare, Inc., a medical billing company, that was funded by Prudential and
arranged a $100,000,000 private placement for Medical Funding, Inc. and
$100,000,000 credit facility for Home Health Plan, Inc. for the acquisition of
infusion pharmacies. From 1982 to 1989 he was President of Bankers United Trust
and from 1974 to 1982 Regional Manager of International Bank and Trust. Mr.
Marciniak graduated from the Southern Illinois
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<PAGE>
University in 1973 with a major in business administration and a minor in
mathematics.
GRANT M. GABLES has been an officer and director of the Company since
April 7, 1998. Mr. Gables has served as executive management with three health
care billing and technology companies since January 1995. From March 1997 until
June 1998, he was Vice President of Marketing for MediNet EDI Solutions with
responsibility for strategic planning and development of technology for health
care organizations. From September 1995 until February 1997, he was Executive
Vice President of Reimbursement Assurance Corporation with executive
responsibility for operations and sales and emphasis on information delivery
technology for health care groups. From January 1995 until August 1995, Mr.
Gables was with Rapid Reimbursement, Inc. as Chief Operating Officer with
responsibility for installation of medical billing capability and management of
claims processing and medical billing. From March 1994 until December 1994, he
was General Partner of GMG Capital Funding Company with responsibility for
investment analysis and financial planning for health care companies. He was
Senior Vice President of International Trade Exchange, Inc. from May 1992 until
March 1994. Mr. Gables graduated from Texas A & M University in 1987 with a
Bachelors of Business Administration degree with a major in finance and from the
University of Houston in December 1993 with a Masters of Business Administration
- Finance with concentrations in finance and marketing.
HOWARD B. BUTLER, JR. has been an officer and director of the Company
since April 7, 1998. Mr. Butler has been a practicing attorney in Houston, Texas
since 1972 and a sole practitioner since 1986. He is a 1969 graduate of Lamar
University, Beaumont, Texas with a Bachelor of Business Administration in
economics and a 1972 graduate of the University of Houston College of Law.
R. CRAIG CHRISTOPHER has been an officer of the Company since July 1,
1998. His primary responsibilities involve the development of strategic
alliances and distribution channels for MediQuik's health care products and
services. Prior to joining MediQuik, Mr. Christopher held senior level
management positions with a number of health care companies, most notably as
founder and Chairman of the Board of Directors of Taylor Medical, Inc., a
distributor of health supplies ("Taylor"). During his tenure, Taylor expanded
from a single location in Texas to 32 offices in 14 states having 150 sales
representatives and achieved total annual sales of $100 million. While at
Taylor, Mr. Christopher developed methods for marketing medical supplies to
physicians and new training and communications procedures to make the sales
force more responsive. In addition, Mr. Christopher led the development of
strict operating controls for Taylor. Mr. Christopher is a 1966 graduate of Rice
University where he was a scholarship athlete.
BENJAMIN J. SCARDELLO has been an officer of the Company since July 27,
1999. Mr. Scardello has held senior management and officer positions with both
regional and national firms in the retail and health care industries. Prior to
joining MediQuik, he was the founder and President of Scardello Marketing Group,
L.L.C. ("SMG"), which was formed to support the national marketing plans of
MediQuik. Prior to his association with MediQuik, Mr. Scardello served as a Vice
President for FH&R
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<PAGE>
Healthcare Services, Inc., a Houston based information management company. While
at FH&R, he co-developed a series of new healthcare information technologies
designed to help physicians, hospital and insurance companies improve their
ability to manage health care operations under a managed care reimbursement
environment. In the early 1990's, Mr. Scardello founded and served as President
of Triad, a medical billing company with over 200 employees serving leading
healthcare providers throughout the nation.
LAWRENCE J. WEDEKIND served as Chief Executive Officer of the Company from
September 7, 1999 to his resignation from that position in March 2000. He
currently serves the Company as a director. In addition, Mr. Wedekind serves as
President and Chief Executive Officer of IntegraNet Gulf Coast, Inc., an
independent practice association, and Greater Gulf Health Plan, Inc., a
non-profit occupational medicine network. Mr. Wedekind, has 20 years of
experience in the healthcare industry, including management, marketing and
strategic development both in for-profit and not-for-profit entities. Since
1997, Mr. Wedekind has served as President and Chief Executive Officer of
Greater Gulf Medial Alliance, Inc., a comprehensive healthcare management
service organization. From 1996 to 1997, Mr. Wedekind managed and developed
multiple clinics for William D. Clark, M.D., who currently serves as medical
director of both IntegraNet Gulf Coast and Greater Gulf Health Plan. From 1995
to 1996, Mr. Wedekind served as administrator of Yale Hospital, a 99-bed
hospital located in Houston, Texas which was suffering financial difficulties
prior to Mr. Wedekind's engagement. From 1994, he served as the court-appointed
administrator of Twin Oaks Medical Center, a hospital located in Ft. Worth,
Texas, which was being reorganized under bankruptcy proceedings pursuant to
Chapter 11 of the United States Bankruptcy Code. In 1977, Mr. Wedekind received
a Bachelor of Science degree in Business Administration from the University of
Florida and, in 1979, he also received a Masters of Health and Hospital
Administration from the same school.
DONALD HOLMQUEST, M.D., J.D., Ph.D., received an undergraduate degree in
electrical engineering and computers then shifted to medicine. He continued his
education and completed a Ph.D. in physiology with a focus on computer
processing of physiological data. Following one year of internal medicine
training, he served for several years as a Scientist Astronaut with NASA. At
NASA, he was in the Apollo and Skylab programs, working to implement medical
experiments in space. After completing his fellowship work and specialty boards
in nuclear medicine, Dr. Holmquest returned to academic medicine where he worked
as Associate Dean on the startup of the new medical school at Texas A&M
University. After leaving the new medical school, Dr. Holmquest spent several
years in a private practice in medicine. During his years in private practice,
Dr. Holmquest completed law school. After completing law school, Dr. Holmquest
began a practice in healthcare law, which he has continued for almost twenty
years. During his practice in law, he has worked for numerous healthcare
providers and ventures and served on the Boards of Directors of two large
national hospital systems. More recently, Dr. Holmquest has begun to focus his
energies on small healthcare startup companies, particularly in the Internet
arena. Dr. Holmquest and is a member of many professional and non-professional
organizations including the American Fighter Pilots Association.
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Item 10. Executive Compensation
The following table sets forth for the period ended December 31, 1999 all
compensation received or accrued by the Chief Executive Officer and by each of
the other most highly compensated executive officers ("Named Executive
Officers"). As of the date hereof, the Company has not entered into employment
agreements with the Named Executives. Before his resignation, the Company had an
employment agreement with Lawrence J. Wedekind, who served as Chief Executive
Officer of the Company.
For current executive officers, salaries paid as of December 31, 1999,
were as follows:
Name and Principal Annual Bonus Long-Term Compensation
Position Compensation(1)
Salary(2) Restricted Stock
Awards(3)
William J. $76,000 -- $100.00
Marciniak(4)
Vice President of
Marketing
Grant M. Gables $86,000 -- $400
Executive Vice
President, COO
R. Craig Christopher $76,000 -- $250
VP of Product
Fulfillment
Benjamin J. Scardello $42,000 -- $250
VP of Managed Care
Services
(1) The named executives received no compensation for periods prior to April
7, 1998, the date of organization of Old MediQuik. Salaries reflected
herein are as of December 31, 1999.
(2) In 1999 salaries were deferred in amounts as follows: Mr. Marciniak,
$26,000; Mr. Gables, $22,000; Mr. Christopher $24,625; and Mr. Scardello,
$15,000. In 1998 salaries were deferred in amounts as follows: Mr. Gables,
$14,000; Mr. Marciniak, $14,000; and Mr. Christopher, $12,625.
(3) Based on an estimated value of $0.001 per share for shares of restricted
stock issued by Old MediQuik pursuant to the Stock Incentive Plan (defined
below). The issuers right to repurchase the shares of restricted stock
expired June 17, 1999.
(4) Each of the executives listed herein has been paid $8,000 per month since
January 1, 2000. As in previous years, if the Company experiences
cash-flow difficulties, the executives may not be paid the full amount of
their compensation in any given month. Further, such executives may not be
paid such deferred compensation in later months.
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Executive Employment Agreements
The Company has not entered into employment agreements with the Named
Executives Officers. Effective September 7, 1999, the Company entered into a one
year employment agreement with Mr. Wedekind which was renewable for additional
one year periods at Mr. Wedekind's option if his efforts result in providing the
Company with an additional 40,000 patients by the end of his initial term.
However, Mr. Wedekind resigned his position effective March 31, 2000. Pursuant
to his employment agreement with the Company, the company paid Mr. Wedekind a
total of $15,000 in cash and 51,000 shares of Common Stock of the Company. The
Company intends to engage Mr. Wedekind as a consultant at $4,000 per month. The
employment agreement contains covenants limiting competition with the Company
during the term of the agreement and for an additional one year period following
termination of employment.
Stock Incentive Plan
The Board of Directors of the Company has approved and adopted by written
consent, the MediQuik Services, Inc. Stock Incentive Plan (the "Stock Incentive
Plan"). The purpose of the Stock Incentive Plan is to provide deferred stock
incentives to certain key employees and directors of the Company who contribute
significantly to the long-term performance and growth of the Company. The
following description provides a summary of the Stock Incentive Plan. Such
summary does not purport to be complete.
General Provisions of the Stock Incentive Plan. The Stock Incentive Plan
is administered by the Board of Directors or a committee of the Board of
Directors duly authorized and given authority by the Board of Directors to
administer the Stock Incentive Plan (the Board of Directors or such designated
Committee as administrator of the Stock Incentive Plan shall be hereinafter
referred to as the "Board"). The Board has exclusive authority to administer the
Stock Incentive Plan including without limitation, to select the employees to be
granted awards under the Stock Incentive Plan, to determine the type, size and
terms of the awards to be made, to determine the time when awards will be
granted, and to prescribe the form of instruments evidencing awards made under
the Stock Incentive Plan. The Board is authorized to establish, amend and
rescind any rules and regulations relating to the Stock Incentive Plan as may be
necessary for efficient administration of the Stock Incentive Plan. Board action
with respect to the Stock Incentive Plan requires a majority vote of the members
of the Board taken at a meeting at which a quorum is present (currently three
directors).
Three types of awards are available under the Stock Incentive Plan: (i)
nonqualified stock options or incentive stock options, (ii) stock appreciation
rights, and (iii) restricted stock. An aggregate of 1,500,000 shares of Common
Stock may be issued pursuant to the Stock Incentive Plan, subject to adjustment
to prevent dilution due to merger, consolidation, stock split or other
recapitalization of the Company.
The Stock Incentive Plan does not affect the right or power of the Company
or
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its stockholders to make or authorize any major corporate transaction such as a
merger, dissolution or sale of assets. Under terms of the Stock Incentive Plan,
if the Company is dissolved, liquidated or merged out of existence, each
participant will be entitled to a benefit as though he became fully vested in
all previous awards to him immediately prior to or concurrently with such
dissolution, liquidation or merger. The Board may provide that an option or
stock appreciation right will be fully exercisable, or that a share of
restricted stock will be free of such restriction upon a change in control of
the Company.
The Stock Incentive Plan may be amended at any time and from time to time
by the Board of Directors but no amendment which increases the aggregate number
of shares of Common Stock that may be issued pursuant to the Stock Incentive
Plan will be effective unless it is approved by the stockholders of the Company.
The Stock Incentive Plan will terminate upon the earlier of the adoption of a
resolution by the Board of Directors terminating the Stock Incentive Plan, or
ten years from the date of the Stock Incentive Plan's initial approval by the
Board of Directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of March 31, 2000 as to (i) each
person known by the Company to own beneficially more than 5% of the outstanding
Common Stock, (ii) each Director of the Company, (iii) each Executive Officer of
the Company and (iv) all Directors and Officers of the Company as a group.
Name of Beneficial Owner Shares of Common Percent of Class (2)
Stock Owned (1)
Fisher Management Group, Inc.(3) 1,317,642 21.84%
3121 Buffalo Speedway, Ste. 5407
Houston, Texas 77098
Grant M. Gables(4) 972,756 16.13%
11549 Riverview Way
Houston, Texas 77077
Jocody Financial , Inc. 474,543 7.87%
5773 Woodway, Suite 290
Houston, Texas 77057
Howard B. Butler, Jr. 313,784 5.20%
7721 San Felipe
Houston, Texas 77063
Roger Cotrofeld, Jr. 306,637 5.08%
123 Mohawk Drive
Fort Plain, NY 13339
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R. Craig Christopher 272,865 4.52%
8335 Ariel
Houston, Texas 77074
William Marciniak (5) 332,373 5.51%
908 Antler
Schertz, Texas 78164
Benjamin J. Scardello (6) 171,450 2.84%
17003 Windrow Drive
Spring, Texas 77379
Lawrence J. Wedekind (7) 21,500 0.36%
16266 Salmon Drive
Spring, Texas 77379
Donald Holmquest 25,000 0.41%
109 Marrakesh
Bellaire, TX 77401
All Officers and Directors as a group 2,109,728 34.97%
(7 persons)
(1) Under the rules of the Securities and Exchange Commission, a person is
deemed to be the beneficial owner of a security if such person has or
shares the power to vote or direct the voting of such security or the
power to dispose or direct the disposition of such security. A person is
also deemed to be a beneficial owner of any securities if that person has
the right to acquire beneficial ownership within 60 days. Accordingly,
more than one person may be deemed to be a beneficial owner of the same
securities. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the
Shares of Common Stock beneficially owned.
(2) Represents the number of shares of Common Stock beneficially owned by each
named person or group, expressed as a percentage of all of the shares of
such class outstanding as of such date without giving effect to 250,000
shares issuable pursuant to warrants held by consultants and advisors to
the Company.
(3) Such shares are attributable to Fisher Management Group, Inc. in its
capacity as general partner of various limited partnerships which each own
shares of Common Stock.
(4) Includes 474,543 shares held by Jocody Financial, Inc., a corporation
wholly owned by Mr. Gables' spouse.
(5) Includes 196,208 shares held by Mr. Marciniak's minor children
(6) Includes 30,708 shares held by Mr. Scardello's spouse.
(7) Includes 11,500 shares held by Greater Gulf Medical Alliance, Inc., of
which Mr. Wedekind is the sole shareholder and serves as president and
chief executive officer.
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Item 12. Certain Relationship and Related Transactions
Acquisition of Assets
Effective April 7, 1998, MediQuik Services, L.L.C., a Nevada limited
liability company ("MSL"), transferred its interest in six provider agreements
to the Company in exchange for 2,750,000 shares of Common Stock (the "MSL
Shares"), the forgiveness of MSL's indebtedness to Old MediQuik in the amount of
$64,404, and the assumption by the Company of payment obligations under the 15%
Subordinated Debentures (the "Debentures") issued by MSL in the aggregate
principal amount of $130,000. The Debentures are payable in two equal
installments due on June 30, 1999 and December 31, 1999. The Debentures accrue
interest at a rate of 15% per annum, which is payable quarterly. Fisher
Management Group, Inc., which beneficially owns 22.20% of the outstanding Common
Stock, is the General Manager of MSL.
Jana J. Gables, Howard B. Butler, Jr., and Grant M. Gables acted as
promoters of the Company and Jacody Financial , Inc., a corporation owned by
Jana J. Gables, wife of Grant M. Gables, received 451,000 of the MSL Shares, as
a designee of MSL in proportion to its interest in the MSL Assets. Grant M.
Gables and Howard B. Butler, Jr. purchased 88,000 and 22,000 shares,
respectively, in connection with the organization of the Company for a purchase
price of $.01 per share.
Effective July 27, 1999, the Company acquired certain assets of Scardello
Marketing Group LLC ("SMG") in exchange for $25,000 in cash, the forgiveness of
SMG's indebtedness to the Company in the amount of $15,396, and 330,000 shares
of Common Stock. The assets acquired from SMG include contract rights, rights to
assumed names, revenues and accounts receivable, customer lists, books and
records, claims or causes of action and computer hardware and software. Benjamin
J. Scardello, an executive officer of MediQuik, is the managing member and 57.5%
owner of SMG.
Financial Consulting and Other Service Agreements
Effective April 7, 1998 the Company entered into a Consulting Agreement
with The Fisher Group, an Oklahoma limited partnership ("Fisher") and an
affiliate of the Company, for acquisition and financial consulting services to
continue until terminated by either party. The Fisher agreement initially
provided for the payment of a monthly fee in the amount of $8,000 plus
reimbursement of expenses. In August, 1999, the Fisher agreement was amended,
reducing the monthly fee to $2,000 plus reimbursement of expenses. Fisher
Management Group, Inc., which beneficially owns 22.20% of the outstanding Common
Stock, is the general partner of Fisher. The Company believes that the Fisher
agreement provides for services on terms no less favorable to the Company than
those which would be obtained from unrelated parties.
Effective April 7, 1998 the Company entered into a Consulting Agreement
with Jocody Financial, Inc. ("Jocody"), an affiliate of the Company, for
acquisition and
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financial consulting services to continue until terminated by either party. The
Jocody agreement initially provided for the payment of a monthly fee in the
amount of $8,000 plus reimbursement of expenses. In August, 1999, the Jocody
agreement was amended, reducing the monthly fee to $2,000 plus reimbursement of
expenses. Jocody owns 8.00% of the Common Stock of the Company and is
wholly-owned by Jana J. Gables. The Company believes that the Jocody agreement
provides for services on terms no less favorable to the Company than those which
would be obtained from unrelated parties.
In June, 1999, the Company entered into an Agreement with Scardello
Marketing Group LLC ("SMG") for SMG to assist in the acquisition of a diabetic
pharmaceutical supply company ("DPS, Co.") by MediQuik and in the financing of
that acquisition. Upon the acquisition of DPS, Co. by the Company, SMG will
receive 200,000 shares of MediQuik Common Stock or options to acquire such
MediQuik Common Stock in consideration for the successful acquisition. In
addition, if the Company acquires DPS, Co., SMG will receive 100,000 shares of
Common Stock or options to acquire such MediQuik Common Stock in consideration
for arranging financing for the acquisition on terms as set forth in the
Agreement, whether or not MediQuik utilizes the financing source. Benjamin J.
Scardello, an executive officer of MediQuik, is the managing member and 57.5%
owner of SMG. The Company believes that the Scardello Agreement provides for
services on terms no less favorable to the Company than those that would be
obtained from unrelated parties.
On August 2, 1999, the Company entered into an Independent Contractor
Agreement (the "Agreement") with Chronic Disease Solutions, L.C., an affiliate
of Mr. Wedekind ("Chronic Disease Solutions"). Under the Agreement, Chronic
Disease Solutions agrees to market the Company's products and services to
patients covered by third party payor agreements.
Item 13. Exhibits and Reports on Form 8-K.
There were no reports on Form 8-K filed during the last quarter of 1999.
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Index to Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
*(b)(3)(i) Certificate of Incorporation of MediQuik
*(b)(3)(ii) Bylaws of MediQuik
*(b)(10) Material Contracts
- Ancillary Services participating Provider
Agreement, dated February 6, 1998 for
PPO/EPO Networks between MediQuik and
National Healthcare Alliance, Inc.
- Participating Facility Agreement, dated
February 1, 1998 between MediQuik and
Multiplan, Inc.
- Health Care Service Ancillary Agreement,
dated April 7, 1998 between MediQuik and USA
Managed Care Organization, Inc.
- Letter Agreement, dated May 25, 1999,
between MedQuik and Cooperative Health
Services of Colorado
- 1998 Mail Order and Mail Order Testing
Compliance Agreement dated October 2, 1998
between MediQuik and Bayer Corporation
- 1999 Nursing Home/Long Term Care/Home
Health Care Distributor Agreement dated
February 9, 1999, between MediQuik and Bayer
Corporation
- Lease Agreement, dated May 7, 1999,
between Bancroft Building Houston, LP and
MediQuik
- Letter Agreement, dated June 18, 1999,
between MediQuik and SMG regarding
acquisition of a diabetic pharmaceutical
supply company
- Provider Agreement, effective July 1,
1999, between MediQuik and Advantage Care
Network, Inc.
- Employment Agreement, effective September
7, 1999, between MedQuik and Lawrence J.
Wedekind
- Ancillary Provider Agreement dated
February 27, 1998, between MediQuik and
Global Medical Solutions, Inc.
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- Agreement, dated August 6, 1999, between
MediQuik and Murray Hill Communications,
Inc.
*(b)(21) Subsidiaries of the Registrant
(b)(27) Financial Data Schedule
* Previously filed with the Commission
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Pursuant to the requirements of Sections 13 of 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: October ___, 2000 Mediquik Services, Inc.
By: /s/ Grant M. Gables
----------------------------------------------
Grant M. Gables, Executive Vice President, COO
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Exhibit (b)(27)
Financial Data Schedule
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