UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended 6/30/00
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|_| 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
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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 of (I.R.S. Employer Identification No.)
incorporation or organization)
4295 San Felipe, Suite 200, Houston, Texas 77027
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(Address of principal executive offices) (Zip Code)
(713) 888-1919
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(Issuer's telephone number)
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(Former name, former address and formal fiscal year, if
changed since last report)
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 |_|
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes |_| No |_|
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APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
6,392,539 shares of the Company's Common Stock issued and outstanding at June
30, 2000.
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Transitional Small Business Disclosure Format (Check one):Yes |_|; No |X|
<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
MEDIQUIK SERVICES, INC.
CONSOLIDATED BALANCE SHEETS,
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<TABLE>
<CAPTION>
June 30, December 31,
ASSETS 2000 1999
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 147,781 $ 47,424
Accounts receivable, net of allowance of $199,975
and $88,702, respectively 321,064 141,695
Inventory 106,519 21,737
----------- -----------
Total current assets 575,364 210,856
PROPERTY AND EQUIPMENT:
Office equipment and other 202,259 74,850
Less accumulated depreciation (11,402) (7,215)
----------- -----------
Total property and equipment 190,857 67,635
GOODWILL AND OTHER ASSETS 1,118,520 1,140,527
----------- -----------
TOTAL $ 1,884,741 $ 1,419,018
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 1,058,309 $ 199,479
Accrued expenses 241,529 598,208
Notes payable and subordinated debentures 801,195 85,000
----------- -----------
Total current liabilities 2,101,033 882,687
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; 6,392,539 shares issued and
outstanding at June 30, 2000 6,393 6,033
Additional paid-in capital 5,158,530 4,489,811
Accumulated deficit (5,381,215) (3,959,513)
----------- -----------
Total stockholders' equity (deficit) (216,292) 536,331
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TOTAL $ 1,884,741 $ 1,419,018
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</TABLE>
See accompanying notes to financial statements.
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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<TABLE>
<CAPTION>
Three Months Six Months
Ended Ended
June 30, June 30,
-------------------------- --------------------------
2000 1999 2000 1999
<S> <C> <C> <C> <C>
SALES $ 385,540 $ 242,875 $ 707,469 $ 720,854
COST OF SALES 300,964 191,336 578,627 605,359
----------- ----------- ----------- -----------
Gross profit 84,576 51,539 128,842 115,495
OPERATING EXPENSES:
Salaries - officers 218,772 38,962 252,475 77,923
Consulting fees 141,981 680,271 310,689 1,505,422
Other 564,570 168,777 981,988 306,984
----------- ----------- ----------- -----------
Total operating expenses 925,323 888,010 1,545,152 1,890,329
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (840,747) (836,471) (1,416,310) (1,774,834)
OTHER INCOME (EXPENSE):
Interest income 1,486 2,795
Other income 29,257 41,204
Interest expense (2,273) (12,754) (5,392) (25,508)
----------- ----------- ----------- -----------
Total other (expense) income (2,273) 17,989 (5,392) 18,491
----------- ----------- ----------- -----------
NET LOSS $ (843,020) $ (818,482) $(1,421,702) $(1,756,343)
=========== =========== =========== ===========
BASIC AND DILUTED LOSS PER
SHARE $ (0.13) $ (0.15) $ (0.23) $ (0.34)
=========== =========== =========== ===========
BASIC WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 6,315,204 5,395,191 6,235,457 5,157,350
=========== =========== =========== ===========
DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING 6,315,204 5,395,191 6,235,457 5,157,350
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND THE YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<CAPTION>
Additional
Common Paid-In Accumulated
Shares Stock Capital Deficit Total
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 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
Acquisition of Scardello Marketing Group LLC
assets 330,000 330 1,237,170 1,237,500
Proceeds received for interest in subsidiary 84,264 84,264
Net loss (3,129,659) (3,129,659)
----------- ----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 6,032,007 6,033 4,489,811 (3,959,513) 536,331
Proceeds from issuance of common stock
and warrants 158,750 159 317,341 317,500
Issuance of common stock under consulting
agreements 74,879 75 142,230 142,305
Issuance of common stock under employment
agreements 61,000 61 85,883 85,944
Proceeds received for interest in subsidiary 8,000 8,000
Issuance of common stock to purchase
minority interest in subsidiary 65,903 65 115,265 115,330
Net loss (1,421,702) (1,421,702)
----------- ----------- ----------- ----------- -----------
BALANCE, JUNE 30, 2000 6,392,539 $ 6,393 $ 5,158,530 $(5,158,530) $ (216,292)
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
MEDIQUIK SERVICES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
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<TABLE>
<CAPTION>
Six Months
Ended
June 30,
---------------------------
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,421,702) $(1,756,343)
Adjustment for noncash transactions:
Common stock and warrants issued for services 228,249 1,340,724
Depreciation and amortization 138,494 7,641
Provision for losses on accounts receivable 111,273
Net changes in assets and liabilities:
Accounts receivable and other assets (287,612) (44,161)
Inventory (84,782) 77,651
Accounts payable 872,330 5,726
Accrued expenses (356,679) 6,850
----------- -----------
Net cash used in operating activities (800,429) (361,912)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (39,714) (37,422)
Investment in MP Total Care (250,001)
----------- -----------
Net cash used in investing activities (39,714) (287,423)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of indebtedness (85,000) (150,000)
Proceeds from borrowing 700,000
Proceeds from sale of common stock 317,500 850,000
Proceeds from sales of interests in subsidiary 8,000
----------- -----------
Net cash provided by financing activities 940,500 700,000
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NET INCREASE IN CASH AND CASH EQUIVALENTS 100,357 50,665
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 47,424 7,578
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 147,781 $ 58,243
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES -
Interest paid $ 5,395 $ 16,362
NONCASH TRANSACTIONS:
Short-term debt issuance for purchase of software $ 101,195
Return to vendor of software package $ 13,500
Debt converted to stock $ 3,000
Stock issued in MediQuik Services LLC acquisition $ 2,750
Stock issued to minority shareholders of ChronicRX
for their approximate 20% interest $ 115,330
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
MEDIQUIK SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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1. BASIS OF PRESENTATION
The interim condensed consolidated financial statements and notes thereto
of MediQuik Services, Inc. and its subsidiary (collectively, the "Company" or
"MediQuik") have been prepared by management without audit pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC"). Accordingly,
the accompanying financial statements reflect all adjustments that, in the
opinion of management, are necessary for a fair presentation of results for the
periods presented. Such adjustments are of a normal recurring nature. Certain
information and notes normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the SEC's rules and regulations. However, management
believes that the disclosures presented herein are adequate to make the
information not misleading. The accompanying condensed consolidated financial
statements and notes should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999. The preparation of these
condensed consolidated financial statements required the use of management's
best estimates and judgment that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the periods. Actual results could differ from these estimates. The
results of operations for any interim period are not necessarily indicative of
results for the full year.
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
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. As of June 30, 2000, there were warrants to purchase 532,500
shares of common stock at an exercise price of $2.00 per share. In addition, on
June 30, 2000, the Company granted options to purchase 773,863 shares of common
stock at exercise prices ranging from $1.75 - $2.00 with terms of two to four
years. At June 30, 1999, there were warrants to purchase 250,000 shares of
common stock at exercise prices ranging from $3.00 - $4.00 per share; these
warrants expired in April 2000. 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.
<PAGE>
3. SUBSIDIARY
In May 1999, MediQuik formed an 80% owned subsidiary known as
ChronicRX.com to provide Internet-based pharmacy services. In June 2000, the
Company purchased the remaining approximate 20% interest from the investors
through an exchange of shares of the Company at $1.75 per share. As of June 30,
2000, ChronicRX.com has become a wholly owned subsidiary of the Company.
ChronicRX.com will focus on the chronic care niche and will specialize in
prescription and nonprescription medicines and management products used to treat
chronic diseases of all kinds.
4. EQUITY TRANSACTIONS
Warrants - During the six months ended June 30, 2000, in connection with
the sale of common stock, the Company issued warrants to purchase 317,500 shares
of common stock at an exercise price of $2.00 per share. The warrants began to
become exercisable in June 2000 and expire in December 2001.
Private Stock Offerings - The Company issued 158,750 shares of common
stock and warrants for $317,500 for the six months ended June 30, 2000.
Other Equity Transactions - During the six months ended June 30, 2000, the
Company issued 135,879 shares of common stock to various consultants and
employees of the Company at a fair value of approximately $228,249. The Company
also issued 65,903 shares to the minority shareholders of ChronicRX.com in order
to secure the remaining approximate 20% interest of its subsidiary.
5. COMMITMENTS AND CONTINGENCIES
Lost Share Certificate - During July 1999, the Company authorized and
issued a certificate for 330,000 shares of common stock to Scardello Marketing
Group, LLC ("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 confirms that it received only the second certificate.
The Company does not believe that the shares will ever be located and presented
in exchange for value and, accordingly, the shares have not been included as
outstanding shares as of June 30, 2000 and December 31, 1999. The restriction of
the shares and the hold placement with the stock transfer agent are bases for
the Company's opinion. The Company has cancelled such certificate as of June 30,
2000. At June 30, 2000, the fair market value of 330,000 shares was
approximately $429,000. If such shares had been outstanding during the quarter
ended June 30, 2000, the basic and diluted loss per share would have been
unchanged at $0.13.
<PAGE>
6. LETTER OF INTENT
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
shares 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. It is anticipated that this transaction will
become effective on August 28, 2000.
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 $800,000 in advances from MiraQuest as of June
30, 2000. These advances are in the form of cash loans secured by the Company's
common stock in accordance with the provisions of the terms of the Company's
prior private stock offering.
7. FUNDING REQUIREMENTS
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.
*******
Item 2. 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.
<PAGE>
OVERVIEW
MediQuik Services, Inc. ("MediQuik" or the "Company") is a healthcare service
company specializing in the delivery of chronic disease management programs to
chronically ill patients on behalf of managed care payors. The Company is
deploying electronic, e-healthcare technology solutions in the delivery of
MediQuik's proprietary disease management tools and systems via the Internet.
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 acquiror 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 enhance the quality of life for
chronically ill patients and improve the financial outcomes for managed care
<PAGE>
payors. The Company also provides billing and collection activities on behalf of
the patient to the healthcare plan. The Company will utilize advanced healthcare
technology applications in the delivery of MediQuik's proprietary disease
management programs via the Internet.
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 $147,781 in cash as of June 30, 2000.
The Company had $130,000 of 15% Subordinated Debentures outstanding, 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 April, 2000 and received an
extension on the balance of $50,000, plus accrued interest, until June 2000. The
balance was paid off as of June 30, 2000. The debentures were owed to
significant shareholders of the Company. The Company has accrued wages of
approximately $105,220 primarily to Company officers and insiders who are
significant shareholders in the Company that are included in accrued expenses
at June 30, 2000. The Company secured a bank line of credit in the amount of
$50,000 during the second quarter of 2000. No draws have been made on the line
of credit as of August 14, 2000.
Accounts receivable are primarily derived from payments due to the Company by
managed care plans, providers, and patients. 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 December 1999, the Company began raising money from private investors (the
"Private Placement") utilizing a Private Placement Memorandum (the "PPM"). As of
June 30, 2000, MediQuik has raised $532,500 in cash in the Private Placement. A
price of $2.00 per unit was established by the Company for the Private
Placement. Each unit includes one share of MediQuik common stock and two
warrants to purchase a share of common stock exercisable at $2.00 per share. As
of June 30, 2000, the Private Placement has been concluded.
<PAGE>
On March 31, 2000, MediQuik signed a Letter of Intent with MiraQuest Capital
Holdings, Inc. / MiraQuest Ventures, LLC (MiraQuest). The terms of the Letter of
Intent provide MediQuik with $2,000,000 in initial funding and an equity
interest in MiraQuest, an Internet/E-Commerce Holding Company comprised
primarily of entities serving the business-to-business market. As of June 30,
2000, MediQuik had received $800,000 in advances pursuant to the terms of the
Letter of Intent and as of August 14, 2000, MediQuik had received $1,100,000
pursuant to the terms of the Letter of Intent. In connection with the MiraQuest
transaction, MediQuik is being valued on a negotiated basis at approximately
$13,000,000 ($2.00 per share) and MiraQuest is being valued at $185,000,000. The
transaction would provide MiraQuest with 70% of the voting stock in MediQuik.
MediQuik has engaged the financial advisory firm of Howard, Frazier, Barker,
Elliott, Inc. (HFBE) to provide a fairness opinion on the transaction. HFBE has
completed the fairness opinion with the conclusion that the transaction is fair
to the existing shareholders of MediQuik. The fairness opinion results were
reported at the Company's annual shareholders' meeting held on May 17, 2000. A
revised fairness opinion has been approved by the Board of Directors. The
MiraQuest transaction is currently scheduled for closing on August 28, 2000.
After the closing of the transaction, the Company intends to file a Form 8-K
disclosure report concerning the transaction with the Securities and Exchange
Commission. The Company filed a Preliminary Form 14C and a Definitive Form 14C,
previously incorporated herein by reference, with the Securities and Exchange
Commission in relation to the transaction.
RESULTS OF OPERATIONS
MediQuik is 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 the six months ended June 30, 2000, the Company
expanded its proprietary clinical and e-care technology initiatives, and
implemented an internal billing/collection department.
REVENUE FROM OPERATIONS
The Company commenced operations in July 1998 and received its initial revenue
in August 1998. For the three month period ended June 30, 1999, the Company
reported revenue of $242,875. Total revenue increased to $385,540 for the three
months ended June 30, 2000. For the six months ended June 30, 1999, the Company
had revenues of $720,854, compared to $707,469 for the six months ended June 30,
2000. The revenue decrease primarily resulted from reduced diagnostic product
sales to managed care providers. The Company is currently deriving the majority
of its revenues through direct sales to managed care plans. The Company expects
to realize improvement in gross margin
<PAGE>
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 provides services to healthcare consumers 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,
customer 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 six months ended June 30, 1999, the Company
reported gross profit of $115,495 or 16.0% of revenue for the period. Gross
profit increased to $128,842 or 18.2% of revenue, for the six months ended June
30, 2000.
Gross profit was primarily derived from diagnostic and pharmaceutical 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 six months ended June 30, 1999, operating expenses were $1,890,329.
Operating expenses decreased to $1,545,152 for the six months ended June 30,
2000, a decrease of 18.3%. The decrease in operating expenses is primarily
associated with reduced consulting expense from non-cash equity transactions
during the six months ended June 30, 2000. Operating expenses also include
marketing and selling expenses, general and administrative costs, consultants
compensation and the hiring and training of staff. During the six months ended
June 30, 2000, operating expenses include the effect of $228,249 in non-cash
equity transactions.
NET LOSS
The Company experienced a net loss of $1,756,343 for the six months ended June
30, 1999, primarily attributed to the development of the Company's business
operations. Net loss decreased to $1,421,702 for the six months ended June 30,
2000. Net Loss includes the effect of several non-cash equity transactions.
The Company expects the net loss to decrease with increased revenues and gross
profits from business operations.
PART II. - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
<PAGE>
In December 1999, the Company began raising money from private investors who are
accredited investors as defined in Regulation D of the Securities Act of 1933 in
the Private Placement described in Part I, Item 2 above under the caption
"Liquidity and Capital Resources." As of June 30, 2000, the Private Placement
has been concluded. The offering, as described in the PPM, consisted of
3,000,000 units issuable directly by the Company at a purchase price of $2.00
per share. One unit comprises one share of MediQuik common stock and two
warrants. The warrant provides the right to purchase one share of common stock
at an exercise price of $2.00 per share. The warrants are exercisable for a
period beginning six months after the issue date until 48 months after the issue
date and are subject to redemption by the Company at any time, in whole or in
part, for a redemption price of $4.00 per warrant. The Company issued 158,750
shares of common stock and warrants for $317,500 for the six month period ended
June 30, 2000. During the six months ended June 30, 2000 the Company issued
135,879 shares of common stock to various consultants and employees of the
Company at a face value of approximately $228,249.
Item 5. Other Information.
In connection with the transaction with MiraQuest discussed in Part I, Item 1,
Section 6 and Part I, Item 2, "Liquidity and Capital Resources", on July 10,
2000, the Company's Board of Directors approved (A) an amendment to the
Company's Certificate of Incorporation to (1) to amend Article V to increase the
number of authorized shares of stock of the Company from 26,000,000 to
51,000,000 (of which 50,000,000 will be shares of Common Stock and 1,000,000
will be shares of blank check Preferred Stock) and (2) delete the provisions of
Article XII of the Certificate of Incorporation of the Company and (B) a
designation of the relative rights, preferences and limitations of the Company's
Series A Preferred Stock. On the same date, the amendment was approved in a
written consent executed by the holders of more than a majority of the
outstanding shares of Common Stock. Approval by the Board of Directors and by
the holders of a majority of the outstanding shares of Common Stock is adequate
under Delaware law to effect the amendment. Approval of the majority of the
Board of Directors is adequate under Delaware law to effect the designation. The
amendment and the designation are expected to become effective on August 28,
2000 following a waiting period of 20 calendar days from August 8, 2000, the
date the information statement was mailed to stockholders. The Company filed
with the Securities and Exchange Commission a Preliminary Form 14C on July 27,
2000 and a Definitive Form 14C on August 8, 2000, previously incorporated herein
by reference, detailing the amendment and designation.
<PAGE>
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
*(b)(13)(i) Consolidated Financial Statements and notes thereto
contained in the 10KSB40/A filed by MediQuik on
April 20, 2000
*(b)(20) Pre 14C filed by MediQuik on July 27, 2000
*(b)(20) Def 14C filed by MediQuik on August 8, 2000
(b)(27) Financial Data Schedule
*Previously filed with the Commission
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MediQuik Services, Inc.
Date: August 14, 2000 /s/ Grant Gables
----------------------------------------
Grant Gables, President
