SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 22, 2000
GENUS INTERNATIONAL CORPORATION
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(New name of registrant as specified in its charter)
(successor registrant under Sec. 12(g)3 of the Securities Exchange Act of 1934)
Phillips 44, Inc.
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(Prior name of corporation pre-merger)
Wyoming 0-26855 84-1402775
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation pre-merger)
pre-merger)
Wyoming 0-26855 74-2960356
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation post-merger)
post-merger)
1237 South Val Vista Drive, Mesa, Arizona 85204
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(NEW ADDRESS)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (480)807-1235
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The Company is a successor registrant pursuant to Section 12(g)3 of the
Securities Exchange Act of 1934, by virtue of a statutory merger of the Parent,
Genus International Corporation, a Delaware corporation, and its wholly owned
subsidiary, Phillips 44, Inc., a Wyoming corporation, with Phillips 44, Inc.
being the survivor, but changing its name to Genus International Corporation.
In May 2000 Genus International Corporation completed a Share Purchase
Agreement with shareholders of Phillips 44, Inc. in which Genus International
Corporation, a Delaware corporation, acquired all of the shares outstanding of
the Registrant for the purposes of accomplishing a merger of Phillips 44, Inc.
and Genus International Corporation. The merger was completed in June, 2000.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
BUSINESS SUMMARY
Genus International Corporation, was established as a Delaware corporation,
(the "Company"), to develop and deploy innovative products and services in the
field of information technology to the health, fitness and leisure industries.
The Company, headquartered in Mesa Arizona, has developed a number of
applications, which combine the technologies of the Internet with
consumer-carried smart and optical memory cards. This union between a secure
credit-card-sized data storage device and the rapid growth and development of
web-based technology makes possible a wide variety of consumer-centered
applications -- including a truly portable medical record, secure consumer
identification, clinical diagnostic and treatment support as well as e-commerce
in the health-fitness and related industries.
The Company is committed to develop and use the latest in this combination
of technologies to provide and deploy a continuous flow of products and services
to a global consumer marketplace. We believe that our products can do much to
overcome what has become known as the "digital divide" by helping consumers
understand the true power of the digital revolution.
In June, 2000 the Company merged with a Section 12(g) Registered company,
Phillips 44, Inc., a Wyoming corporation. This merger will allow the Company to
access the necessary capital resources required for it to realize its next level
of development.
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OBJECTIVES
The Company's overall objective is to become a leader in the field of
Health and Fitness Infomatics by capitalizing on proprietary technologies with
unique application to the everyday needs of the consumer. The Company's strategy
is to focus initially on commercializing and launching products that facilitate
consumer contact and interaction with the health and fitness "system". The
initial product will be an electronic "Portable Personal Data Card" that is
carried by and used by the consumer to access this system and conduct
transactions within it. To achieve the efficient deployment of our products, the
Company will provide through partnering, networking, or enhancements to existing
facilities and organizations, an orderly marketplace to attempt to leverage the
power of the Internet. We expect that our Website will become a portal for
access to the health and fitness industry.
MISSION
The corporate mission of Genus International Corporation is:
1. To develop and market to consumers and providers, tools and know-how
together in products that utilize-state-of-the-art information technology
as it facilitates positive outcomes in the health-fitness and leisure time
industries.
2. To provide our clients with services and products of the highest quality
and ethical standards.
3. To attempt to make a profit and to attempt to generate the cash necessary
for growth, none of which can be assured.
4. To attempt to provide our employees with a rewarding work environment and
fair compensation, together with opportunities for career growth and
training.
5. To provide our shareholders with consistent and competitive earnings and an
attempt to provide a reasonable return on their investment, none of which
can be assured.
6. To be a good corporate citizen in the communities where we operate.
HISTORY OF THE COMPANY
Genus International Corporation, a Delaware corporation was originally
incorporated as Pesch and Company in 1985. For the next two years, it was
involved in the development of Hospitals and Health Care systems. The Company
founded and financed the startup of Health Resources Corporation of America
(HRCA), a private hospital company. Shortly after its founding, HRCA became a
publicly traded company through an IPO and later merged with Republic Health
Corporation to become the 5th largest Hospital Company in the U.S. In 1987,
Pesch and Company changed its name to Genus International Corporation and
financed and formed a new company, Genus Technology Corporation, a Delaware
corporation. The new company was formed to pursue the development of information
technology as it relates to the health care industry and as such became the
active business entity of the Genus Group.
Genus Technology Corporation has now reached the point in its development
where it is in a position to proceed with the commercialization and deployment
of its products and services. In order to accomplish this, Genus International
Corporation will act as a holding company and will be the parent company for the
implementation of the business strategy contained in this business plan.
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From the time of its formation in 1986, Genus Technology Corporation
("genus-tc") has been involved in the development of the Optical Memory Card and
its application to data management in the Health Care system. Drexler Technology
Corporation first introduced optical card technology in the mid 1980's as a
methodology for storing and retrieving digital data in a compact and easily
portable device. Because the device, called the LaserCard has a very large
storage capacity, it seemed readily adaptable for use in the development of a
portable medical record. Genus-tc acquired one of the first worldwide licenses
for use of the technology in this application. In a joint venture relationship
with Drexler and CSK in Japan, genus-tc developed several initial applications
including an insurance verification program as well as a patient registration
program for the hospitals in the Republic Health Hospital system. However, while
useful, reliable and secure, the introduction of the technology was hampered by
the lack of a broad-based infrastructure to support the read-write technology of
the card as a stand-alone solution to the storage and retrieval of vital medical
data.
Since that time, Optical Memory Card technology has gained increasing
acceptance in a variety of applications and has been established as a robust and
proven method for the secure storage of digital information. As an example, the
US Immigration and Naturalization Service is utilizing the technology for the
Green Card program. In addition, the industry has established both national and
international standards and technical specifications, which has led to dramatic
improvements in the performance and availability of both hardware and software.
Also, Olympus and Dai Nippon Printing in Japan have both secured a manufacturing
license to produce both the Optical Card and the Reader/writer, thus ensuring
more than a single source for the components of the technology.
Finally, the dramatic recent developments in the Internet have created the
opportunity to access the databases necessary for use of the Optical Card as the
secure key to the immediate availability of vital data at the "point of use".
These developments now make it possible for every individual to have access to
personal medical and other records in "real time".
Genus-tc has participated in the development and has acquired the rights to
purchase the program called HEALTH ADVANTAGE(C) that, when coupled with the
Optical Memory Card, places the individual at the center of the information
process. Health Advantage(C) consists of an intelligent relational database
composed of interactive modules. It is designed for the compilation, storage and
management of the information necessary to optimize the hierarchy of
decision-making and the organization of services that must occur in the complex
systems that make up the health care industry and its delivery network. The
individual modules are adaptable to other applications as well, making it a
multi-purpose platform for enabling the development of a variety of products
that will provide the suite of products to be deployed by Genus International
Corporation.
COMPANY OWNERSHIP
Once the Company begins trading its common stock, it will be capitalized by
the sale of common stock to a group of outside investors. As part of the use of
the proceeds from this sale of common stock, the Company will make an investment
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in Genus Technology Corporation. This investment will allow Genus Technology
Corporation to complete the development of the Health Advantage program. Shortly
thereafter, it is anticipated that the shareholders of Genus Technology
Corporation will exchange their stock in Genus Technology Corporation for shares
in Genus International Corporation. As a result, Genus Technology Corporation
will become a wholly owned subsidiary of Genus International Corporation.
Thereupon, the assets and business of Genus Technology Corporation will become
the core of the Information Technology business of Genus International
Corporation and provide the base for its business development and become one of
its principle operating companies.
PRODUCTS
The Company's products are prescriptive. They provide the user with the
proprietary know-how and product content necessary to enable that person to have
a step-by-step remedy for everyday problems. Since our products will utilize
Smart and Optical Memory Card Technology, we call this "MyCard"'(C) technology.
Our customers will acquire and use our products and related services because of
the benefit they provide. They will buy and use them for the reassurance that
the job they do is done completely and done well.
The Company's product development strategy is not to provide complete
vertical integration of all components. Rather it recognizes that long-term
product life depends on providing products that "enable" end-users to benefit
through building-block technologies. Microsoft stands out as a company that has
utilized this "software is different from hardware" strategy.
MYCARD(C)
Each user of one of the products or services we deploy will have an Optical
Memory Card or a Smart Optical Card issued to him or her by an issuing authority
or provider. The card will be manufactured with factory encoded Micro-imaging
and Serialization with an optical watermark embedded in the media which cannot
be added or duplicated later. Each card will have a serial number laser engraved
to the bonded inner core of the card. During the card issuing process, personal
identity information together with critical personal information will be encoded
onto the optical media using secure reader/writers. This secure, permanent
digital file is non-counterfeit able, and ensures that each card will become the
property of a single user.
Each MyCard(C) will provide the user with up to 4.1 Mbytes of secure,
optical data capacity that is updateable at a sector level, making it usable for
data storage for multiple card applications. Each sector can have varying levels
of data security as well. Access time to complete the biometric verification of
ownership and to record access date and time is approximately six seconds. For
certain applications, MyCard(C) will be fitted with an I.C. chip.
MyCard(C) utilizes industry standard personal computer hardware and is
multi-platform based software compatible, making it affordable, scalable and
easy-to-use. Its high security and unique data capacity features make it
distinct from other card-based technologies such as "Chip" and magnetic stripe
cards which serve primarily as "access and egress" keys for large on-line
databases of information. In contrast, MyCard(C) is capable of putting actual
information on the card itself and putting this information in the hands of the
user so that it is available at the point of use wherever and whenever that
occurs. This feature is invaluable in the ever increasing global environment
where most people will have to operate and where information is stored in large
decentralized databanks that are not connected by networked on-line information
systems and thus not readily available.
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THE-CARD(C)
For applications that do not require the high degree of personal security,
but where the permanent storage of large amounts of digital data on a portable
medium are needed, The-Card(C) would be deployed to clients. Such applications
might involve creating archives for storing hard copy or publishing books or
distributing files or documents that might not be secure on the Internet. The
Company intends to assist in the development of such applications through its
user support services.
HEALTH ADVANTAGE(C)
Health Advantage(C) will be a flagship product for the Company. It is a
client/server application written in Visual Basic. Because of its proprietary
features, rich content and modular platform, it provides an easy-to-use and
cost-effective true personal data record platform. Health Advantage(C) is
capable of storing the full spectrum of patient information, including
diagnostic quality MRI, CT, ultrasound and X-ray images, lab testing, pharmacy
records, EKG, EEG, emergency, ICU, and other current and historical data. In
addition, Health Advantage(C) and its client-server software are capable of
performing a full range of audit-trail and other practice management functions.
The Company will undertake patent protection for its proprietary features of
data protection and recovery as well as its intelligent features.
Genus-tc and Dr. Pesch have been involved with the development of this
product and as a consequence, genus-tc has a partial ownership interest. A brief
description of its development, credibility and some of its features is as
follows:
BACKGROUND. In response to a common interest and after approval of the
concept by the council members in charge of the health sector in the Swiss
Cantons of Geneva and Neuchatel, the following entities
o Unicible (a Swiss Corporation in charge of the information processing for
the four French speaking cantonal banks)
o The Division of Medical Information of the University Hospital of Geneva
o The Neuchatel Foundation of Health Information
o The Association of Physicians of Geneva
o The Federation of Physicians of Switzerland
Proposed the introduction in the four French-speaking cantons of
Switzerland, a Communication Network for Patient Information that would allow
common access to individual patient information by all entities involved in the
health care system.
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The architecture for the resulting program, Dossier for Patient Information
("DPI"), was designed around the following considerations:
O ORGANIZATION OF PATIENT INFORMATION. Diverse studies in Europe and the U.S.
indicate very clearly that the availability of information concerning the
individual patient as he/she is treated in the "chain of the health care
system" is of paramount importance in ensuring the highest quality of care.
O EFFICACY AND CONFIDENTIALITY. The combination of data processing technology
and the state of telecommunications permit a restructuring of the patient
file of information that allows for integration to occur between patient,
diagnostic, and treatment information with secure access that preserves
professional confidentiality as well as respect for the privacy of the
individual.
O CONTROL OF COSTS. It is logical to conclude that a program designed to
provide good organization and accessibility to patient information, will be
an essential ingredient to the formulation of public policies for control
of the explosion of costs that is occurring in the health care sector.
Within this context, the principal objectives of the DPI Program were to:
1. Improve the quality of health care.
2. Increase the productivity of health professionals and facilities.
3. Respect the confidentiality of patient information.
4. Place at the disposition of government authorities the information
that will allow rational political and economic decisions related to
health care issues.
5. Aid in clinical research.
6. Contribute to the application and utilization of new technologies for
improvement in the treatment of disease and the care of the patient
Development of the DPI Program was organized under the supervision and
direction of the DPI Foundation, a body composed of representatives of both the
private and public sector. The eventual function of the Foundation is to deal
with the fundamental questions and issues of protection of the data of
individuals as it relates to the use of that information in meeting the needs of
patients for medical and health care. In carrying out its function, the
Foundation will be responsible for the quality of the Program and for protecting
the interests of both the patients and the health care providers in conformity
with the highest ethical standards
THE "HEALTH ADVANTAGE" PROGRAM In order to implement the DPI Program at the
level of the patient and physician, CDS Theoreme S.A. ("THEOREME"), a Swiss
corporation specializing in the development of innovative products in the field
of information technology, in partnership with UNICIBLE, an Informatics Company
based in Lausanne, Undertook the responsibility for developing the electronic
medical record system which is the basic building block of the DPI Program. This
electronic medical record system, registered in the name of Health Advantage(C),
is copyright protected and is owned currently by THEOREME and UNICIBLE.
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Health Advantage(C) consists of an intelligent relational database composed
of interactive modules. It is designed for the compilation, storage, and
management of the information necessary to optimize the hierarchy of
decision-making and the organization of services that must occur in the complex
systems that make up the health care industry and its delivery system.
By the end of calendar year 2000, THEOREME and UNICIBLE will complete the
development of Health Advantage(C) and be prepared to introduce Version 1.0 of
the program into the Swiss Health Care Market.
The original intent of THEOREME, UNICIBLE and DPI was to market Health
Advantage(C) to physicians as a software program for use in a national health
care network using regional network relationships as well as the resources of
the Internet. However, functional analysis of the deployment of the program and
data security parameters made it evident that an access key must control entry
to and egress from the information system. This led to the integration of a
patient health card with Health Advantage(C).
In order for the patient health card to function as a true "Carnet de
Sante", it had be secure and be able to function as a portable medical record
storage device. Both THEOREME and UNICIBLE CONCLUDED that the Optical Memory
Card is ideally suited for this application.
THE INFO-MEDI-CARD(C) Simultaneously with the decision by THEOREME and
UNICIBLE to integrate a patient health card in Health Advantage(C), a number of
different Swiss governmental agencies had expressed publicly, their interest in
promoting and deploying a health card in Switzerland. For example, the State's
Health Department, has issued a postulate calling for the introduction of a
health card, and has established collaboration among the different national
offices concerned to activate such a program for all of Switzerland over the
next two years.
In order to implement Health Advantage(C) with the portable patient medical
record, Doctor Eric Hauf, the President of THEOREME has asked that genus-tc
become a partner with them in establishing a new company in Switzerland to be
known as INFOMEDICS. MyCard(C) will be adapted by Infomedics to become the
health card for Switzerland, which is to be known as the info-medi-card(C). As a
result of subsequent negotiations, on January 6, 1999 the Board of Directors of
Unicible together with Doctor Hauf, the President of THEOREME, signed a
DEFINITIVE ASSET PURCHASE AND SALE AGREEMENT (The " Agreement ") whereby the
Company agreed to purchase all of Unicible and Theoreme's rights and materials
concerning the project developed by Unicible and Theoreme for a purchase price
of Five Hundred Eighty Thousand Swiss Francs (580,000 CHF) together with One
Percent (1%) o the common stock of the Company under terms and conditions
defined in the agreement. The Agreement is conditioned upon the Company
providing Unicible and Theoreme with an acceptable Business Plan and a
demonstration of likely viability and profitability over he next three years.
When the Agreement is implemented, the Company will be the owner of all of the
products Health Advantage(C).
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THE COMPANY WEB SITE
While not a product in a traditional sense, the Company's web site will be
an integral part of the way we will do business. The Company currently has a web
site under development. It is hosted by Altaway Technologies. The URL address of
the home page is www.genus-tc.com. Other Domain names that the Company owns are
mycard.org, the-card.org, and health-advantage.net. It is the Company's goal to
have its web site become the primary portal for MyCard holders to access
resources on the World Wide Web.
It is becoming clear, increasingly, that simply having a browser does not
ensure that users have universal or equal access to all the riches of the net.
Therefore, our web site must provide an environment for information retrieval
and integrate tightly, the thin-client I/O devices for the card technology with
the desktop, the browser and the server for the system. The success of this
effort, which is not assured, will depend on the Company's ability to satisfy
the content needs of our customers on a personal basis, and at the same time
provide the ability for users who need to view data through thin client devices
such as digital assistants, cell phones and pagers to meet their needs. The
resulting convergence of web publishing of data, document management, and
personalization will require the development of web publishing tools with the
ability to customize content and at the same time deliver information to mobile
devices.
Since our concept here is to make the Company web site a personal extension
of MyCard(C) technology into the environment of the Internet, we do not see the
web site as a profit center. Rather it is a support system with rich content for
our products and their effective and efficient use by our customers and members.
Thus, mycard.org will not become just a mailbox or a file download site for our
customers, but a completely personalized virtual Internet home for the user to
operate wherever he may be and for whatever need he may have. As such, the
Company anticipates having in its senior management structure a Chief Web
Officer (CWO) tasked with the responsibility for overseeing every aspect of the
Company's web activities.
TECHNOLOGY
THE OPTICAL MEMORY CARD. The Optical Memory Card is an advanced card
technology and brings 4.9 megabytes of non-erasable digital data storage to the
consumer's wallet. The Optical Memory Card has significant capacity, security,
versatility and durability advantages over all other card storage technologies.
The Company believes that over the next decade, the Optical Memory Card has the
possibility to become the portable data card of choice in everyday medical,
government and business environments. Features that make the Optical Memory Card
superior to all other technologies include:
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o Permanent, nonvolatile, updateable recording
o Durable media and card construction
o High data capacity
o Supports all types of data encryption and digital signatures o
Exceptionally high difficulty of forgery or tampering
o Detectable if data has been intentionally tampered or damaged
o Eye readable, updateable, machine written data, watermarks and security
codes
o Capable of accommodating new applications at essentially no additional card
cost
o Compatible with other data storage technologies - magnetic stripes, bar
codes, machine readable text and I.C. chips
o Supports Embedded Holograms and other enhanced security card options
o Simple, secure data backup.
The Optical Memory Card uses WORM (Write Once Read Many) optical recording
technology. This allows data to be added or updated, but never deleted or
erased. WORM recording technology provides a permanent record of all additions,
changes and attempted deletions.
The Optical Memory Card contains a reflective optical recording medium
encapsulated between transparent, protective layers. Information is stored
digitally on the card in binary code of "1" or "0" dots that are represented by
either the presence or absence of physical "spots" on the recording media. These
"spots" are microscopic in diameter - as small as 2.25 microns. The smallest
size spot the human eye can see is about 20 microns in diameter.
Optical Memory Cards are made of polycarbonate, a rugged plastic used in
jet-fighter canopies. It is estimated to be 1,000 times more durable than PVC
credit card material. The reflective appearance of the topmost layer of optical
recording media is created by a high concentration of nonfilamentary silver in a
matrix. This increases recording sensitivity by enhancing laser energy
absorption. An encapsulation layer protects the optical media from dust and
scratches, and maintains date integrity by keeping dust particles out of focus
when reading/writing with the laser beam. The encapsulation layer is over coated
with an acrylic hard-coat to further protect it from surface abrasion and
scratches.
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On September 1995 the International Organization for Standardization (ISO)
approved for publication an international standard for laser recordable digital
optical memory cards, including the method of writing and reading data on the
cards. The ISO standards have been designated ISO/IEC 11693 and 11694. The
approval of the ISO standard, after more than five years of effort in numerous
countries, confirms the worldwide acceptance of the Optical Memory Card as an
important portable data-storage device.
The Optical Memory Card Reader/Writer is an external SCSI II device. It is
accessible in network environments including Novell, Unix and Windows NT with
device drivers that are available from Drexler Technology Corporation and
Olympus, the manufacturer of the Optical Memory Cards used by the Company. Using
these device drivers, the optical card drive appears as the next logical disk
drive in the system. The device driver allows standard directory structure for
access by standard application software without system modification. The device
driver can emulate erasing or deleting data on the permanent WORM optical media.
Each 4.9 Mbyte capacity Optical Memory Card has 2583 tracks and supports
variable sector sizes on a track-to-track basis. This allows the Optical Memory
Card to store multiple applications and still have room to add, update and
archive files.
The Optical Memory Card File System (OMCFS) DLL is a simple and standard
way for applications to store data on the card. The OMCFS DLL handles all access
to the card, including file direct sector access. The OMCFS is not part of any
operating system (as is the device driver), so access to the card is available
only from within the application (or related application) that created the card.
In other words, Windows "File Manager" or "Explorer" does not see the
reader/writer as a logical drive in the system and files on the card not show up
on a "DIR" command in a DOS window. This feature provides high security and
protection of data between applications.
HARDWARE. The Optical Memory Card Reader/Writer handles all Reading and
writing from and to the card. Currently, there are two manufacturers of
Reader/Writers; Conlux and Olympus. Drexler Technology has also begun to have
Reader/Writers manufactured for direct sale as well. At the present time, there
is not Read Only hardware available, nor is there a portable model available.
Canon had developed a portable Read-Only device but as yet it is not available
and it is not known whether or not they will continue to develop it. Genus-tc,
under the terms of its license, can undertake to have hardware developed to its
own specifications, and if necessary or desirable, we will do so.
The Reader/Writer is connected via an SCSI interface to a PC which is
either a stand-alone device or is networked to a server. Either the PC or the
server, acts as a "gateway server" that allows data input to the card or reading
data from the card to be done either by the PC itself or by a variety of "thin
client" devices from various locations. Thus, the Optical Memory Card becomes
the assembly point for data as it is developed at the point of use. Neither the
operating system, nor the application programs interfacing with the card are
resident on the card. Rather, the card functions as a true "Data Card" for the
system. At the end of the transaction or procedure, all data that is being used
by the system plus newly created data is returned to the card and the updated
card is then returned to its owner. This data recovery feature is a proprietary
part of the Health Advantage(C) program and insures security of the personal
data.
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With regard to the Health Advantage(C) program, certain data that is
required for the efficient operation of a clinic or hospital can be hosted on
the gateway server, or even placed on an intranet or the Internet itself.
However, this could only be done with the full approval of the individual. Even
in this circumstance, access would require the use of MyCard(C) acting as the
key.
AVAILABILITY. The ability of the Company to deploy its products depends
upon an adequate supply of Optical Memory Cards and Reader/Writers. Genus-tc
owns a worldwide license for the Drexler technology. However, the capacity of
card production at Drexler's manufacturing facility is limited to about four
million cards per year. The reader/writer supply is limited by the current
output of Conlux. However, genus-tc is negotiating currently to become the U.S.
distributor for the Olympus technology. The Company believes that it will be
able to inventory and supply adequate Optical Memory Cards and Reader/Writers to
meet its market projections for deploying its products.
SOFTWARE. Software to effect the interface between the Card, the
Reader/Writer and the Server System is available from both manufacturers of the
Reader/Writers. The device drivers for the Reader/Writers operate with a wide
variety of operating system platforms including MS DOS, Windows 3.1, and Windows
95/98. In addition, there are Libraries (DLL) for Windows 95/98/NT as well as
for Macintosh. The operating system of choice for Health Advantage(C) as of now
is Windows NT. For the foreseeable future we believe it offers the best
operating platform for our products.
Currently, genus-tc is undertaking the evaluation of a variety of
thin-client operating systems as platforms for the hand-held I/O device for
Health Advantage(C). Because of existing market acceptance, we believe that a
multi-platform approach using the Palm OS and Microsoft Windows for Pocket PC
will be deployed.
Application software will, for the most part, be composed of proprietary
software published and distributed by the Company. However, application
developer tools will be made available so that, under licensing agreements with
the Company, client development of software applications can also take place.
Genus-tc plans, as a part of its growth strategy, to acquire, when the
opportunity arises, rights to applications and technology that fit its product
development and marketing strategy.
MARKET STRATEGY
Genus-tc, in partnership with CDS Theoreme and Unicible, has developed
Health Advantage(C) as a software program application to be licensed and
deployed in conjunction with Smart Optical Card Technology to provide for the
control and management of the confidential information necessary for the care,
medication and consultations required to provide efficient and cost-effective
medical and preventive health care of each individual. It is designed for use by
managed care organizations, physicians, clinics and hospitals as well as support
services in the fitness and prevention sector of the health industry as well.
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Health Advantage(C) is designed as a modular platform, parts of which can
be adapted for a wide variety of applications. All applications are based
however, on MyCard(C), a permanent, non-volatile portable storage device the
size of a credit card that stores up to 4.9 Mbytes of text and all types of
image, voice and other digital data. When utilized to implement the full
features of Health Advantage(C), MyCard(C) will become a Personal Portable
Medical Record for the cardholder.
Medical records are a critical component of the health care process,
providing a "living" record of a person's care and treatment history. A
significant challenge for both patient and physician in the care process is
maintaining ready access to critical medical record information, particularly
when care is often given at different locations and patients may change
residences or locations frequently. Over the past decade technology has advanced
to the pint where the prospect of creating a computerized medical record,
available on-line and in real-time has become the focus of great industry
attention and effort. Much of this attention has been on establishing a
standardized medical record format that would allow for the universal
communication of medical information nation-wide or worldwide, and would
simplify the record keeping process. Because of the tremendous variation in the
form and content of medical records across the spectrum of insurance carriers,
HMO, hospitals, clinics and physicians, creating a standardized medical record
has proven to be an almost impossible challenge.
While it may be possible ultimately to adopt a standardized medical record
and that technology will advance to the point where a national database of
patient record data will be available on-line, this is simply not possible
today. Nor does the individual have control of either the data relating to
personal health or access to it. Genus-tc believes that its products will offer
an immediate and cost-effective solution to the problems of medical records
access and communication. Rather than taking a technology centered approach -
trying to place information on-line and in massive databases,
Health-Advantage(C) makes use of the individual as the center of the information
process and does so by placing each individual in control of their critical
health information and does so in a way that is technically feasible using
robust and proven technology and is cost-effective to patient and provider
alike. In an era of cost containment, this approach offers tremendous advantages
over any other available solution.
INITIAL PRODUCT DEPLOYMENT The initial market introduction of the Health
Advantage(C) program will be in Switzerland. This is by mutual agreement with
the companies partnering with genus-tc in its final development. The optical
memory card utilized in this venture will be known as the HEALTH ADVANTAGE
INFO-MEDI-CARD(C). Version 1.0 will be completed and released by the end of year
2000. Over the next three years (by the end of 2003), it is our expectation that
at least 1.5 million Info-Medi-Cards will be in use in Switzerland and that the
Info-Medi-Card will be functioning as the Health Card for Switzerland and will
be in process of issuance to all citizens of Switzerland.
Beginning in May 2000, genus-tc will finalize the Identity and membership
registration module of the program for MyCard(C). Within the same time-frame,
the membership web site will be developed and implemented. Then, beginning in
September, MyCard(C) will be deployed to 35,000 members of a European Travel
Club as the membership credential. This initial issue must be completed by the
end of 2000. Thereafter, an additional 50,000 membership packages will be issued
each year until a total of 250,000 memberships are realized.
13
<PAGE>
Thus, the initial market introduction will focus on the final development
and deployment of products into three segments of the market, namely: Secure
identity, Health Care, and Membership Organizations. The combination of these
three market entries will have as one of its key objectives, the placement of
sufficient infrastructure to insure a viable market. Once the infrastructure is
in place, added users can be integrated into the market at very little cost,
thus maximizing the cost effectiveness and profitability of the supporting
infrastructure.
The revenue model for each market segment is based on two revenue streams.
The first is the sale or lease of the software and hardware, including the
Optical Memory Cards. The second source of revenue is derived from transaction
fees. It is contemplated that each user card will generate fees payable to the
Company for each user-provider transaction that is carried out and logged onto
the card or into the server system of the provider. These transactions will
cover the full spectrum of transactions that ordinarily are carried out using
"card transactions", including financial transactions.
COMPANY LOCATIONS AND FACILITIES
The corporate headquarters for the Company is located at 1237 South Val
Vista Drive, Mesa, Arizona 85204. Under the terms and conditions of the contract
to acquire the program Health Advantage(C), the Company is required to establish
a Swiss subsidiary for the completion of the product and for its deployment in
the European market. This will be accomplished with the cooperation of CDS
Theoreme and Unicible, two Swiss corporations partnering with genus-tc as
explained later in the plan.
ITEM 6. RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS
As a result of the merger, the new officers and directors of the Company
are:
WILLIAM A. YOUNG, SR., Age 45, Mr. Young serves as President, Chief
Executive Officer and a Director of Genus International Corporation. He joined
the Company in the fall of 1999 to spearhead its growth and development in the
health, fitness and related information technology industries.
Mr. Young began his career in business and corporate management in 1987
when he joined Tomaso Construction Company. He advanced rapidly in the
management of this bridge construction company and served as Superintendent of
equipment control and inventory until he sustained a severe industrial accident
in October 1989 that left him unable to walk or return to active employment.
After recovery from the acute injury, he was moved to Phoenix, Arizona
where from 1989 until 1996 he underwent an intensive rehabilitation program at
Barrow's Neurological Center. In 1997, he was able to resume his career in
business management.
From 1997 to 1999 he was with HealthTech International, Inc., a company
active in all aspects of the personal fitness industry as its Public Relations
Director. He became President of the company within a year. Genus International
Corporation was able to recruit Mr. Young from HealthTech to his present
position in the fall of 1999.
Mr. Young received training at the National Fire Academy at Emmetsburg,
Maryland in 1981 and was certified as an Intermediate Emergency Medical
Technician in 1981.
14
<PAGE>
SANDRA L. YOUNG, Age 46 Ms. Young is Secretary of Genus International
Corporation.
From 1980 until 1988 she was Manager for Administration and Finance for
Leach Home Health Care. In 1991, she became Restaurant Manager for a Franchise
Restaurant company and was responsible for all operations at several sites.
After five years in this position, she joined HealthTech International in 1997
where she served as Secretary and Director of the company until 1999.
During her tenure at HealthTech, she was responsible for establishment of
corporate records and retrieval systems and for the institution of
administrative and management policies. She held that position until she was
recruited to her current position in Genus International Corporation.
Ms. Young is certified as an Emergency Medical Technician.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements - December 31, 1999
- Unaudited - March 31, 2000
- Consolidated Pro Forma May 31, 2000
Exhibits - 10.1 Share Purchase Agreement
10.2 Agreement and Plan of Merger
10.3 Articles of Merger - Wyoming
10.4 Certificate of Ownership & Merger - Delaware
10.5 Definitive Asset Purchase & Sale Agreement
15
<PAGE>
SIGNATURES
Pursuant to the requirements 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: June 22, 2000 Genus International Corporation
By:/s/William A. Young, Sr.
---------------------------
President
<PAGE>
GENUS INTERNATIONAL CORPORATION
Financial Statements
C O N T E N T S
December 31, 1999
Independent Auditors' Report . . . . . . . . . . . . . . . . . . .F-1
Consolidated Balance Sheet as of December 31, 1999. . . . . . F-2
Consolidated Income Statement For The Year Ended
December 31, 1999 . . . . . . . . . . . . . . . . F-3
Consolidated Statement of Stockholders' Equity For The Year Ended
December 31, 1999 . . . . . . . . . . . . F-4
Consolidated Statement of Cash Flows For The Year Ended
December 31, 1999 . . . . . . . . . . . . . . . F-5
Notes to the Consolidated Financial Statements . .. . . F-6-F-7
March 31, 2000 (Unaudited)
Cover Sheet F-8
Pro Forma Combined Condensed Balance Sheet F-9
Pro Forma Combined Condensed Income Statement F-10
Consolidated Pro Forma - May 31, 2000 (Unaudited)
Cover Sheet PF-1
Pro Forma Combined Condensed Balance Sheet PF-2
Pro Forma Combined Condensed Income Statement PF-3
Pro Forma Combined Condensed Statement of Cash Flows PF-4
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
<PAGE>
Nelson, Mayoka & Company, P.C.
Certified Public Accountants
551 5th Avenue
New York, New York
10176-0001
__________
Tel (212) 697-7979
Fax (212) 697-8997
DIRECT LINE
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
Genus International Corporation (A development Stage Company)
We have audited the accompanying balance sheet of Genus International
Corporation (A development Stage Company), as of December 31, 1999 and the
related statements of operations, stockholders' equity and cash flows for the
year ended December 31, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Genus International
Corporation (A development Stage Company), as of December 31, 1999, and the
results of its operations for the year ended December 31, 1999 in conformity
with generally accepted accounting principles.
May 5, 2000
New York, New York
/s/Nelson, Wayoka and Company
Certified Public Accountants
F-1
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS $ -
TOTAL ASSETS _______________
$ -
===============
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Accounts Payable and Accrued Expenses $ 30,120
STOCKHOLDERS EQUITY:
Common stock - no par value, 2,000,000 shares
authorized, 1,278,480 shares issued & outstanding -
Accumulated Deficit (30,120)
_______________
TOTAL STOCKHOLDERS EQUITY (30,120)
_______________
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ -
===============
F-2
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INCOME STATEMENT
DECEMBER 31, 1999
Sales $ -
Cost of Sales -
_______________
Gross Profit -
Selling general and administration 1,643
Other Income (Expenses) net -
_______________
Net Income (Loss) Before Taxes ( 1,643)
Provision for Income Taxes -
_______________
Net Income (Loss) $ ( 1,643)
===============
Net Income (Loss) Per Share (0.0013)
===============
Average Number of Shares Outstanding 1,278,480
_______________
F-3
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES TO STOCKHOLDERS EQUITY
DECEMBER 31, 1999
Common stock
Number of Accumulated
Shares Amount (deficit) Total
Balance-January 1, 1999 1,278,480 - $ (28,477) $(28,477)
Net Loss - - ( 1,643) ( 1,643)
Shares issued - - - -
__________ _________ ___________ __________
Balance-December 31, 1999 1,278,480 $ - $ (30,120) $(30,120)
F-4
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
DECEMBER 31, 1999
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) $ ( 1,643)
Changes in assets and liabilities
Increase (Decrease) in accounts payable 1,643
_______________
CASH PROVIDED (USED) BY OPERATING ACTIVITIES -
_______________
CASH FLOW FROM FINANCING ACTIVITIES:
_______________
CASH PROVIDED (USED) BY FINANCING ACTIVITIES -
NET INCREASE (DECREASE) IN CASH -
CASH AT BEGINNING OF YEAR -
_______________
CASH AT END OF YEAR $ -
===============
F-5
<PAGE>
Genus International Corporation
(A Developmental Stage Company)
Notes to Financial Statements
December 31, 1999
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization:
On January 21, 1985 Genus International Corporation (A Development Stage
Company) ("the Company") was incorporated under the laws of Delaware, to engage
in any business, which is permitted by the General Corporation Law of Delaware.
Development Stage:
The Company is currently in the development stage and has no significant
operations to date.
Income Taxes:
Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset federal income taxes.
Statement of Cash Flows:
For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Cash paid for interest and taxes in the period ended December 31, 1999 was $
-0-.
Net (Loss) Per Common Share:
The net (loss) per common share is computed by dividing the net (loss) for the
period by number of shares outstanding at December, 31, 1999.
F-6
<PAGE>
Genus International Corporation
(A Developmental Stage Company)
Notes to Financial Statements
December 31, 1999
Note 2 - CAPITAL STOCK
Common Stock:
The COmpany initially authorized 100,000 shares, par value $1.00.
On July 9, 1996, a majority of the Genus International Corporation's
shareholders authorized the amendment to the Company's Certificate of
Incorporation to increase the number of shares the company authorized to issue
from 1,500 shares of common stock, par value $1.00, to 1,100,000 shares of
common stock, no par value. On July 9, 1996 a majority of the Genus
International Corporation's shareholders authorized the amendments to the
Company's Certificate of Incorporation to increase the number of shares the
company authorized to issue from 1,100,000 shares of common stock, no par value,
to 2,000,000 shares of common stock, no par value.
The Company is constantly seeking business opportunities and other means of
financing to enable it to complete its business plan.
The company has declared no dividends through December 31, 1999.
Note 3 - RELATED PARTY EVENTS
The Company presently maintains its principal office 515 Madison Avenue, 21st
Floor, New York, NY 10022.
F-7
<PAGE>
March 31, 2000 (Unaudited)
Pro Forma Combined Condensed Balance Sheet F-8
Pro Forma Combined Condensed Income Statement F-9
Pro Forma Combined Condensed Cash Flows F-10
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
CURRENT ASSETS:
TOTAL CURRENT ASSETS _______________
TOTAL ASSETS _______________
0
===============
LIABILITIES AND STOCKHOLDERS EQUITY
LIABILITIES:
Accounts Payable and Accrued Expenses 411
Loans Payable 30,120
_______________
TOTAL LIABILITIES 30,531
STOCKHOLDERS EQUITY:
Common stock - no par value, 2,000,000 shares
authorized, 1,278,480 shares issued & outstanding 0
Accumulated Deficit (30,531)
_______________
TOTAL STOCKHOLDERS EQUITY (30,531)
_______________
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY 0
===============
F-8
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A Development Stage Company)
INCOME STATEMENT
FOR THE QUARTER ENDED MARCH 31, 2000
(UNAUDITED)
Sales
Cost of Sales
_______________
Gross Profit 0
Selling and Administrative 411
Other Income (Expenses) Net
_______________
Net Income (Loss) Before Taxes (411)
Provision for Income Taxes
_______________
Net Income (Loss) (411)
===============
Net Income (Loss) Per Share -0.00032
===============
Average Number of Shares Outstanding 1,278,480
_______________
F-9
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE QUARTER ENDED MARCH 31, 2000
(UNAUDITED)
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Loss) 0
Changes in assets and liabilities
Increase (Decrease) in accounts payable 0
_______________
CASH PROVIDED (USED) BY OPERATING ACTIVITIES 0
_______________
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of Common Stock -
Additional Paid in Capital -
_______________
CASH PROVIDED (USED) BY FINANCING ACTIVITIES -
NET INCREASE (DECREASE) IN CASH -
CASH AT BEGINNING OF YEAR -
_______________
CASH AT END OF YEAR -
===============
F-10
<PAGE>
Consolidated Pro Forma - May 31, 2000 (Unaudited)
Pro Forma Combined Condensed Balance Sheet PF-1
Pro Forma Combined Condensed Income Statement PF-2
Pro Forma Combined Condensed Statement of Cash Flows PF-3
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A Development Stage Company)
CONSOLIDATED PRO FORMA BALANCE SHEET
MAY 31, 2000
(UNAUDITED)
ASSETS
Current Assets:
Cash 1,296
_______________
Total Current Assets 1,296
Other Assets
Investment in Western Technology 750
_______________
Total Other Assets 750
TOTAL ASSETS $ 2,046
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts Payable and Accrued Expenses 411
Loans Payable 30,120
_______________
TOTAL LIABILITIES 30,531
STOCKHOLDERS EQUITY
Common Stock - .001 par value - 50,000,000
authorized, 1,632,971 issued 1,633
Additional Paid in Capital 617
Accumulated Deficit - Development Stage (30,735)
________________
TOTAL STOCKHOLDERS EQUITY (26,485)
________________
$ 2,046
================
PF-1
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A Development Stage Company)
CONSOLIDATED PRO INCOME STATEMENT
CALENDAR YEAR TO MAY 31, 2000
(UNAUDITED)
Sales -
_______________
Cost of Sales -
_______________
Total Cost of Goods SOld -
_______________
Gross Profit -
_______________
Selling, General and Administrative 411
_______________
Total SG & A 411
_______________
Other INcome (Expenses) Net -
Net Income (Loss) Before Taxes -
Provision for Income Tax -
_______________
Net Income (Loss) (411)
===============
Net Income (Loss) Per Share -0.00025
===============
Average Number of Shares Outstanding 1,632,971
===============
PF-2
<PAGE>
GENUS INTERNATIONAL CORPORATION
(A Development Stage Company)
CONSOLIDATED PRO FORMA STATEMENT OF CASH FLOWS
MAY 31, 2000
(UNAUDITED)
CASH FLOW FROM OPERATING ACTIVITIES
Net Income (Loss) (411)
_______________
CASH PROVIDED (USED) BY FINANCING ACTIVITIES (411)
_______________
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Common Stock -
_______________
CASH PROVIDED (USED) BY FINANCING ACTIVITIES -
_______________
NET INCREASE IN CASH and CASH EQUIVALENTS (411)
BEGINNING CASH 1,707
_______________
ENDING CASH AND CASH EQUIVALENTS 1,296
===============
PF-3
