UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SSECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 000-28545
WEBMEDICALSERVICES.COM, INC
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 88-0418439
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9410 Broadview, Miami, FL 33154
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (877)603-4382
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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NONE
Securities registered under Section 12(g) of the Exchange Act:
Title of each class
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Common Stock, $.0001 par value
Check whether the issuer (a) 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 of the past 90 days. [X] Yes
[ ] No
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not 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 for 10-KSB [ ]
State issuer's revenues for its most recent fiscal year.
NONE
The Company's stock is not, and has not, been traded or quoted. Therefore,
there is no way to ascertain a market value for the stock.
The number of shares outstanding as of December 31, 1999 was 20,000,000.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
NONE
The following discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and in Item
7, "Management's Discussion and Analysis of Financial Condition."
PART I
Item I DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT AND SUMMARY
WebMedicalServices.com, Inc., hereinafter referred to as "The Company" or
WebMedical, was organized by the filing of articles of incorporation with the
Secretary of State of the State of Nevada on February 16, 1999. The articles of
The Company authorized the issuance of fifty million (50,000,000) shares of
Common Stock at a par value of $0.0001 per share.
The Company is a developmental stage company with the principal business
objective to provide medical services and products to the public over the
Internet. It is intended for the public to be able to receive consultations
from physicians by typing in questions with the on-line site; also by telephone
over a "900" number, fax, or mail. Payment may be by credit card over a secure
website or with a toll free "800" telephone or check by fax. Patients may pay
for individual consultations or subscribe to a yearly flat payment plan.
Management intends to provide patients with access to primary care physicians
over the Internet in family medicine, pediatrics, internal medicine, including
cardiology and obstetrics/gynecology.
The Company plans to sell and construct websites to physicians, giving the
physicians an exclusivity in various geographic areas. The cost of constructing
a site for a physician could range between five hundred to five thousand
dollars, depending on the complexity of the site. Initially, the Company plans
to concentrate on primary care physicians such as family medicine. Later,
specialties such as psychiatry, surgery, ear-nose-throat, urology, neurology,
endocrinology (including diabetes), oncology (cancer), rheumatology may be
added. The Company expects that information about holistic alternative medicine
and products will be popular as a site. Physicians trained in this field may
also have a network of sites developed by the Company.
Direct selling to the public of medial supplies, products, herbal medicines
and over-the-counter non-prescription medicines are planned to be available at
the site. Easy diagnostics e.g.: glucose monitoring, cholesterol tests, AIDS
testing, pregnancy tests, urine test strips, ear, axillary, pacifier and digital
thermometers, ace bandages, splints, blood pressure cuffs, otoscopes,
anti-poison kits, nebulizer machines for asthmatics, emergency and first aid
kits, diaper disposals, special feeding bottles are among some of the products
that are planned.
The Company also plans to develop computer software, tentatively called
"Smart Kids" to assist parents in teaching babies and young children early
motor, language, math, science and reading skills.
The Company also plans to assist in physician recruitment and continuous
medical education courses (CME) to physicians over the Internet to help them
renew their licenses. Physicians looking for job placements are a sudden
growing industry as a result of managed care, management believes. In addition,
discount travel services, insurance, office supplies and auto leases can be
offered to physicians via the Internet.
<PAGE>
In addition, the Company plans to purchase and manage primary medical
practices (pediatrics, family medicine and internal medicine) and will also
concentrate efforts to acquire specialty practices outside of managed care
(e.g.: plastic surgery, ophthalmology including laser refractive eye surgery
and dermatology, including cosmetic procedures). The Company also intends to
assist in the sale of medical practices to large medical management companies
and hospitals.
The Company has no website as yet, and has not realized any of its
intentions as yet. The Company anticipates 6 to 9 months until the research
phase is completed, and development of its website(s) can begin in order to
begin phase II, when actual physicians will be contacted and revenues will be
expected.
The Company intends to focus on achieving and maintaining profitability,
also ensuring tight financial and systems control by 1) being fully prepared for
the possible onslaught of "hits" to its website, while still providing top
quality customer service, 2) focusing on quality, not quantity, of new staff, 3)
instituting financial/accounting software systems to enable tight cash flow, and
minimizing long-term contractual arrangements with suppliers.
B. PRINCIPAL PRODUCTS AND SERVICES AND PRINCIPAL MARKETS
OVERVIEW
WebMedical has the principal objective to become a leading medical resource
on the Internet on an international scale. The Company plans to target the U.S.
market as well as overseas, South America, and other foreign venues.
STRATEGY
The Company plans to use its vast knowledge of the medical industry to
provide services/products over the Internet to two principal markets: consumers
and physicians. By combining the need for medical services/products with the
Internet, the Company plans to expand its normal target market from a small
geographical area to the international sector.
C. DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES
A) Distribution:
The Company plans to ship its products to the consumer after
payment is received. Information/opinions will be disseminated on the Internet.
The Company believes the website will also provide an audience for other
revenue-making projects, such as banners, affiliate sales and related products.
B) Advertising and Promotion
The Company plans to attract physicians to its site(s) with sales
literature, and direct mail. Multi-faceted advertising for the consumer is
being planned, with an emphasis on the Spanish-speaking market.
C) Customer Service
The Company recognizes the need for an effective and responsive
customer service base. Using its planned website, the Company is developing a
customer service strategy to include a help section on the Internet for
immediate response to its customers, as wells as chat rooms for users of its
products on a 24-hour basis.
<PAGE>
D. GOVERNMENTAL APPROVAL, REGULATION AND ENVIRONMENTAL COMPLIANCE
Other than general business licensing requirements, management is
unaware of any governmental approval necessary for the Company's operations in
the medical industry via the Internet. In addition, management is unaware of
existing or probable governmental regulations on the medical industry as it
refers to the Internet. Management anticipates no material costs associated with
compliance with either federal, state or local environmental law.
However, most healthcare businesses are subject to extensive federal
and state government regulations. The laws and regulations applicable to
financial arrangements in the healthcare industry are complex and may be subject
to varying interpretations. The Company intends to comply with all laws and
regulations to which its businesses may be subject. There can be no assurance,
however, that changes to current laws or regulations or that existing or future
administrative or judicial interpretations of such laws and regulations will not
affect the Company's businesses.
There are no current federal, state or local laws, statutes, or rules
regulating the Internet at this time that would affect the Company. However, if
new enactments were to become effective, depending on the scope and extent of
such laws/regulations, the Company could be directly affected either adversely
or beneficially.
E. EMPLOYEES
As of the current date, the Company has no paid employees. The Company
is dependent on Burton Feinerman, President. Dr. Feinerman does not plan to
spend full time efforts on the research and development of products, plans, and
physicians during the first six months of operation. Once these plans are
formulated, the Company will need to hire full time operational staff as its
operations commence. Dr. Feinerman is fully prepared to devote full time
efforts at that time, but there can be no assurance that other full time
employment of Dr. Feinerman would not offer a better salary and package to Dr.
Feinerman and Dr. Feinerman could abandon the Company. The Company's future
success also depends on its ability to attract and retain other qualified
personnel, for which competition is intense. The loss of Dr. Feinerman or the
Company's inability to attract and retain other qualified employees could have
material adverse affect on the Company.
F. COMPETITION
The Company competes with numerous other healthcare and Internet
companies. Many of these competitors have substantially greater resources than
WebMedical. The Company has identified a niche in the market as it relates to
medical products and services, and hopes to capitalize on the advent of the
Internet.
G. DEVELOPING AND CHANGING MARKET
The market conditions for healthcare and products are continually
evolving and changing. The Company believes the current conditions will continue
favorably for this type of venture. There can be no assurance that the Company's
assessment of the situation is correct, nor that the products it selects will be
accepted by the consumers.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently pays no rent for its executive offices. Office
space is currently being used at the home of Dr. Burton Feinerman. This office
arrangement is considered adequate for current and short-term operations of the
Company.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
The Company is not presently a party to any litigation, nor to the
knowledge of management is any litigation threatened against the Company, which
would materially affect the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's shares of Common Stock are not registered with the U.S.
Securities and Exchange Commission under the Securities Act of 1933, as amended
(hereinafter referred to as the "Act"), and certain shares issued pursuant to
Regulation D-504, are "restricted securities."
Since its inception February 16, 1999, the Company has not paid cash
dividends on its Common Stock. It is the present policy of the Company not to
pay cash dividends and to retain future earnings to support the Company's
growth. Any payments of cash dividends in the future will be dependent upon,
among other things, the amount of funds available therefore, the Company's
earnings, financial condition, capital requirements, and other factors which the
Board of Directors deem relevant.
As of December 31, 1999, there were 35 Common Shareholders of record.
The transfer agent for common stock is Florida Atlantic Stock Transfer, 7130 Nob
Hill Road, Tamarac, Florida 33321.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion should be read in conjunction with, and is
qualified in its entirety by the Financial Statements section included below.
With the exception of historical matters, the matters discussed herein are
forward looking statements that involve risks and uncertainties. Forward looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, the date of introduction or completion of the
Company's products, projections concerning operations and available cash flow.
The Company's actual results could differ materially from the results discussed
in such forward-looking statements. The following discussion of the Company's
financial condition and results of operations should be read in conjunction with
the Company's financial statements and the related notes thereto appearing
elsewhere herein.
A. OVERVIEW
(1) The Company, since raising its initial capital, has concentrated on
researching and developing medical products/services via the Internet. The
Company is formulating its plans for introduction of its planned products on the
Internet, as well as its marketing strategies. The Company has also identified
potential employees for the development of its products, and continued service.
During the initial phase of researching and developing, the Company
anticipates the need for additional capital for equipment, personnel, and
offices. Its current office at the home of its President, Dr. Burton Feinerman,
9410 Broadview, Miami, FL 33154, is being used free of charge and should be
adequate for the next few months, as research and plans are formulated.
<PAGE>
On June 17, 1999, the Company completed an offering of 2,000,000
shares of the Common Stock of the Company to approximately 34 unaffiliated
shareholders. This offering was made in reliance upon an exemption from the
registration provisions of Section 4(2) of the Securities Act of 1933 (the
"Act"), as amended, pursuant to Regulation D, Rule 504 of the Act. As of the
date of this filing, the Company has approximately 20,000,000 shares of its
$0.0001 par value common voting stock issued and outstanding, which are held by
35 shareholders of record. Management fully anticipates that the proceeds from
the sale will be sufficient to provide for the Company's capital needs for the
next approximately three (3) to six (6) months, during its research stage of
development.
In addition, management of the Company believes the needs for additional
capital going forward will be derived somewhat from internal revenues and
earnings generated from the sale of its products and services. If the
Company is unable to begin to generate revenues from its anticipated products,
management believes the Company will need to raise additional funds to meet its
cash requirements.
The Company believes that its initial revenues will be primarily dependent
upon the number of physicians it can attract, the quality of its software, the
professionalism of its customer service plan, and the profit margins on the
products it offers. Realization of significant sales of the Company's products
and services during the fiscal year ending December 31, 2000 is vital to its
plan of operations. To that end, realization of developing quality medical
website(s) and selling its products to the target market is paramount to its
plan.
(2) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of its
securities to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to obtain physicians to use its websites, to
attract a stable medical force, to develop quality software, to market and
advertise effectively and efficiently, and its choice of profitable products.
The Company has incurred a minimal amount in research and development
costs from February 16, 1999, to present, and the Company does not expect to
incur any significant research and development expenses during the fiscal year
ending December 31, 2000.
(4) The Company expects to purchase regular office equipment, i.e., desks,
calculators, computers within the next 12 months. The Company also intends to
purchase/lease adequate computer equipment for storage and information
dissemination via the Internet for its products and services. The Company does
not have any facilities or equipment to sell at this time.
(5) Management anticipates that it will hire and add 5 full time employees
over the next twelve (12) months, as well as a medical staff, which will be paid
on a commission-only basis. Employees will not be added during Phase I, the
research period. Employees will be added as revenues permit.
(6) From inception in February 1999 through present, the Company has devoted
a majority of its time on research and development. During this time, the
Company incurred start up costs of $55,000 of which $45,000 has been paid by Dr.
Burton Feinerman, individually. This cost included all start up costs of
attorney, filing fees, and accountants, as well as advisory and consulting
services. This $55,000 start up costs is borne solely by Dr. Burton Feinerman,
and is part of his contribution to the Company, for which he has received
18,000,000 shares in the Company, constituting a 90% controlling position.
<PAGE>
B. SEGMENT DATA
There were no revenues from sales since its inception February 16, 1999.
Because there was no revenue, no table showing percentage breakdown of revenue
by business segment or products/service line is included.
C. RESULTS OF OPERATIONS
There were no revenues from sales up to the date of this filing. Since its
inception, February 16, 1999, the Company has formed the Company's organization
to pursue its business strategy.
a) Pre-Operating Expenses. Pre-Operating expenses were not necessary, as
all costs for the Company's legal organization, legal expenses. and financial
audits are included in the start of costs of $55,000, to be paid in full by
Burton Feinerman, individually.
b) Revenues. The Company is a development state enterprise as defined in
SFAS #7, and has yet to generate any revenues. The Company is devoting
substantially all of its present efforts to: (1) develop materials and products
to attract physicians and consumer, (2) develop plans of operations (sales
strategies, customer service, e-commerce), and (3) obtain sufficient capital to
commence full operations.
Impact of Year 2000 Issue
The Company has not experienced any adverse effect of Year 2000 issues on its
systems or operations, or the systems or operations of its customers and trade
suppliers.
D. LIQUIDITY AND CAPITAL RESOURCES
As of the date of this filing, the Company has $44 on hand or in the bank.
Until such time as the Company sets forth and implements its business plan,
there will he no need for additional capital, since Dr. Burton Feinerman is
contributing his time and expenses at no cost during that time. Although the
complete strategic business plan has not yet been fully researched and put
together, management, at present, foresees the possibility of the need to raise
about $500,000 in additional capital to fully enter the revenue stage of its
plan.
The receipt of funds from Private Placement Offerings and loans obtained
through private sources by the Company are a possibility to fund the Company
until revenues can be achieved. Since inception, the Company has financed its
cash flow requirements though issuance of common stock and through contributions
from Burton Feinerman. As the Company expands its activities, it may continue
to experience net negative cash flows from operations, pending receipt of sales
revenues. Additionally the Company may be required to obtain additional
financing to fund operations through Common Stock offerings and bank borrowings,
to the extent available, or to obtain additional financing to the extent
necessary to augment its working capital.
Over the next twelve months, the Company intends to initiate its revenues
by establishing a website for e-commerce and contracting with physicians.
However, the Company will continue the research and development of
clients/products and in-depth plans. The Company believes that existing capital
and anticipated funds from operations will be sufficient to sustain operations
and planned expansion in the next three (3) to six (6) months. However, the need
for additional capital after that time may be necessary. Consequently, the
Company may seek additional financing in order to sustain operations. There can
be no assurance such additional funds will be available or that, if available,
such additional funds will be on terms acceptable to the Company. In either
case, the financing could have negative impact on the financial conditions of
the Company and its Shareholders.
<PAGE>
The Company anticipates that it will incur operating losses in the
next twelve months. The Company's lack of operating history make predictions of
future operating results difficult to ascertain. The Company's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly
companies in new and rapidly evolving markets. Such risks for the Company
include, but are not limited to, an evolving and unpredictable business model
and the management of growth. To address these risks, the Company must, among
other things, obtain a customer base, implement and successfully execute its
business and marketing strategy, continue to develop its website and products,
provide superior customer services and order fulfillment, respond to competitive
developments, and attract, retain and motivate qualified personnel. There can be
no assurance that the Company will be successful in addressing such risks, and
the failure to do so can have a material adverse effect on the Company's
business prospects, financial condition and results of operations.
Initial financing is only to provide funds to prove the business be
necessary to provide medical products/services to consumers and physicians via
the Internet. The Company hopes to enter into additional funding arrangements
through strategic partnerships, merger, equity offering or debt offering.
Nothing has been secured as of this time.
E. RISKS ASSOCIATED WITH OPERATIONS
The Company's long-term success is partially predicated on the
marketability of its website and products and the strength of its physicians.
Its principal competition consists of entities within the medical industry,
which are well established. The Company's ability to compete against these more
established and more financially stable companies is premised upon the Company's
ability to initiate and fulfill its development plans.
Another uncertainty is the dependence on key personnel familiar with
the control, administration, development, and training of the physicians and
website developers. The loss of Burton Feinerman, President, could have an
adverse effect on its continued operations.
Although research in the Company indicates that the Internet will
continue with little, if any regulation, and will continue to become a viable
marketing tool, there can be no assurances that the Internet will prove to be a
profitable outlay for the Company in its business plans.
While the Company's plan is being researched and developed thoroughly,
there is no assurance the plan will be accepted in or by the marketplace, nor,
that if it is accepted, that demand will be sufficient to make the Company
profitable. The Company cannot project with certainty the outcome of its
operations, and there are no assurances that the Company will operate profitably
in either the near or long term.
Local, national, and international economic conditions may have a
substantial adverse affect on the efforts of the Company. The Company cannot
guarantee against the possible eventuality of any potential adverse economic
conditions.
ITEM 7. FINANCIAL STATEMENTS.
The financial statements follow Item 13 of this report.
<PAGE>
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 the names, positions with the Company and
ages of the executive officers and directors of the Company. Directors will be
elected at the Company's annual meeting of shareholders and serve for one year
or until their successors are elected and qualify. Officers are elected by the
Board, and their terms of office are, except to the extent governed by
employment contract, at the discretion of the Board.
Name Age Title
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Dr. Burton Feinerman 70 President, Chairman
Duties, Responsibilities and Experience
BURTON FEINERMAN, M.D., PRESIDENT
B.A. New York University; M.D. New York Medical College; post graduate
training at the Mayo Clinic, Rochester, Minnesota; Board Certified by the
American Board of Pediatrics; served in U.S. Army in Germany as Chief of
Pediatrics, 98th General Hospital; Former Chief of Pediatrics, Parkway Regional
Hospital, International Hospital, Miami General Hospital, Humana Hospital
Biscayne in Miami, Florida; Chief Executive Officer of Opa-General Hospital;
Former Chairman, Cancer Technology, Inc.; Administrator, Town and Country
Medical Center, Board of Directors, Institute for Advanced Studies in
Immunology, George Washington University School of medicine; former
Vice-President Hainlin Mill Land Development Company; President, Kids Medical
Services International.
From 1960 to 1994, Dr. Feinerman had a pediatric practice in Miami,
Florida, that was generating $1.8 million/annum in revenue at the time of its
sale. He subsequently had a successful practice in Key Largo, Florida from 1994
to 1997 that he sold to a large hospital. Member of the Board of Directors,
Internet Application Services Institute, LatinMD.com, Inc. and
Chinawebmedical.com, Inc.
Notable achievements in his career and include:
- - Alumnus of The Year, 1980 at New York Medical College in Education
- - Pioneer researcher in cancer immunology and immunotherapy
- - Pioneer in pediatric managed medical care
- - Active in many business and Internet organizations
Strengths and personality:
- - Creativity: Pioneer in many medial fields; early developer 1994 in
Internet sites; able to generate new concepts ahead of the times
- - Administration: Organization skills in the business world and e-commerce
<PAGE>
- - Development: Organizes good management teams that are functional,
practical and imaginative
- - Flexibility: Able to make necessary changes and go in different
directions as the situations may demand
- - Hard Working: Self-described "workaholic", 18-hour days, 7 days a week to
get a job done.
ITEM 10. EXECUTIVE COMPENSATION.
Dr. Burton Feinerman has not received, nor is he projected to receive, any
compensation for his services, including his capacities as Chairman and
President other than the issuance of the Company's Common Stock as set forth in
Item 4 above.
Should the Company become profitable and produce commensurate cash flows
from operations and/or through the sale of strategic investments, there may be
some level of compensation paid to him. However, this will be subject to
approval by the Company's Board of Directors. It is the responsibility of the
Company's Officers and its Board of Directors to determine the timing of any
remuneration for key personnel. Such determination and timing thereof will be
based upon such factors as positive cash flow to include equity sales, operating
cash flows, capital requirements, and a positive cash flow balance in excess of
$12,500 per month. At the time cash flow reaches this point, and appears to be
sustainable, the Officers and Board of Directors will again readdress the
compensation of its key personnel and set forth a more formal and complete plan
for remuneration in line with operations of the Company. At present, the
Company's management cannot accurately estimate the point when revenues and
operating cash flows will be sufficient enough to implement this compensation
plan, nor are they able to estimate the exact amount of compensation at this
time.
There are no annuity, pension, or retirement benefits proposed to be
paid of Officers, Directors, or employees of the Company in the event of
retirement at normal date pursuant to any presently existing plan provided or
contributed to by the Company, or any of its subsidiaries, if any.
KEY OFFICER EMPLOYMENT AGREEMENTS
No employment contracts have been negotiated or signed as yet. However,
the Company plans on having all key employees and officers sign a detailed
employment contract as appropriate.
COMPENSATION OF DIRECTORS
All directors will be reimbursed for expenses incurred in attending Board
or committee meetings.
STOCK OPTION PLAN AND NON-EMPLOYEE DIRECTORS' PLAN
No stock option plan has been set forth, and no non-employee directors'
plan has been instituted. The Company may decide, at a later date, and reserves
the right to, initiate these plans as deemed necessary by the Board.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of December 31, 1999,
with respect to the beneficial ownership of Common Stock by (i) each person who
to the knowledge of the Company, beneficially owned or had the right to acquire
more than 5% of the Outstanding Common Stock, (ii) each director of the Company
and (iii) all executive offices and directors of the Company as a group.
<PAGE>
Name of Beneficial Owner (I) Number Percent
of Shares of Class (2)
Dr. Burton Feinerman(3) 18,000,000 90%
9410 Broadview
Miami, FL 33154
All Directors & Officers as a Group 18,000,000
(1) As used in this table, "beneficial ownership" means the sole or
shared power to vote, or to direct the voting of, a security, or the
sole or shared investment power with respect to a security (i.e., the
power to dispose of, or to direct the disposition of, a security). In
addition, for purposes of this table, a person is deemed, as of any
date, to have "beneficial ownership" of any security that such person
has the right to acquire within 60 days after such date.
(2) Figures are rounded to the nearest percentage.
(3) As part of an advisory and servicing agreement, J. Thomas Howard, LTD
retains all voting rights of the 18,000,000 shares until the fee of
$55,000 has been paid in full. As of December 31, 1999, $10,000 is
still due and payable from Dr. Burton Feinerman, individually.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Business Consultants. The Company has relied on J. Thomas Howard, LTD as
key business consultants while in its development stage. J. Thomas Howard, LTD
has provided the assistance in preparing the Company to become a reporting
company. For this assistance, the Company has issued 1,300,000 shares of Common
Stock at $.001 per share to companies under control by J. Thomas Howard, LTD.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
Not applicable.
PART F/S
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
SEAFIRST FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
Board of Directors
WebMedicalServices.com, Inc.
9410 Broadview Drive
Miami, FL 33154
Independent Auditor's Report
We have audited the accompanying balance sheet of WebMedicalServices.com, Inc.
(a development stage company) as of December 31, 1999 and the related statements
of operations, cash flows, and stockholders' equity for the period from February
16, 1999 (inception) through 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 WebMedicalServices.com, Inc. as
of December 31, 1999, and the results of its operations and its cash flows for
the period from February 16, 1999 (inception) to December 31, 1999, in
conformity with generally accepted accounting principles.
As discussed in Note 2, the Company has been in the development stage since its
inception and has no revenues. The Company's continued viability is dependent
upon the Company's ability to meet its future financing requirements and the
success of future operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans regarding
those matters are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
April 5, 2000
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31,
A S S E T S 1999
------------------
<S> <C>
CURRENT ASSETS
Cash $ 44
Receivable from shareholder 10,000
------------------
TOTAL CURRENT ASSETS 10,044
------------------
TOTAL ASSETS $ 10,044
==================
L I A B I L I T I E S & S T O C K H O L D E R S ' E Q U I T Y
TOTAL CURRENT LIABILITIES $ -
------------------
TOTAL LIABILITIES -
------------------
COMMITMENTS AND CONTINGENCIES -
------------------
STOCKHOLDER'S EQUITY
Common stock, 50,000,000 shares authorized,
$.0001 par value; 20,000,000 shares
issued and outstanding 2,000
Additional paid-in capital 60,089
Accumulated deficit (52,045)
------------------
TOTAL STOCKHOLDERS' EQUITY 10,044
------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,044
==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Period From
February 16, 1999
(Inception) Through
December 31, 1999
-------------------
<S> <C>
R E V E N U E S -
----------------
E X P E N S E S
Professional services 52,045
-----------------
TOTAL OPERATING EXPENSES 52,045
-----------------
NET LOSS (52,045)
=================
Basic and diluted net loss per common share $ NIL
=================
Weighted average number of basic and diluted
common stock shares outstanding 20,000,000
=================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock
----------------------- Total
Number Additional Accumulated Stockholders'
of Shares Amount Paid-in Capital Deficit Equity
---------- ----------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock in June 1999
for cash at an average of $.004 per share 2,000,000 $ 200 $ 6,889 $ - $ 7,089
Issuance of common stock at $.003 for
professional services paid directly by
the president of the Company 18,000,000 1,800 53,200 - 55,000
Loss for period ending, December 31, 1999 - - - (52,045) (52,045)
---------- ----------- ---------------- ------------ -------------
Balance at December 31, 1999 20,000,000 $ 2,000 $ 60,089 $ (52,045) $ 10,044
========== =========== ================ ============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
Period From
February 16, 1999
(Inception) Through
December 31, 1999
-------------------
<S> <C>
Cash flows from operating activities:
Net loss $ (52,045)
Direct payments for professional services by stockholder 45,000
-------------------
Net cash used in operating activities (7,045)
-------------------
Cash flows from investing activities: -
-------------------
Cash flows from financing activities:
Issuance of stock 7,089
-------------------
Net cash provided by financing activities 7,089
-------------------
Net increase in cash 44
Cash, beginning of period -
-------------------
Cash, end of period 44
===================
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest and income taxes:
Interest -
===================
Income taxes -
===================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Professional services paid directly by stockholder 45,000
===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
WebMedicalServices.com, Inc., (hereinafter "the Company"), was incorporated in
February 1999 under the laws of the State of Nevada primarily for the purpose of
providing medical services and non-prescription products to the public via the
internet. The Company also plans to design and sell websites to physicians,
giving the physicians exclusivity in various geographic regions. At December
31, 1999, the Company is operating from the residence of the Company's
president, in Miami, Florida. The Company is expected to secure separate office
space in the near future.
The Company is in the development stage and as of December 31, 1999 had not
realized any significant revenues from its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of WebMedicalServices.com, Inc.
is presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Development Stage Activities
- ------------------------------
The Company has been in the development stage since its formation on February
16, 1999. It is primarily engaged in providing medical services and products
and designing and selling websites to physicians.
Going Concern
- --------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has generated no
revenues since inception. The Company, being a developmental stage enterprise,
is currently putting technology in place which will, if successful, mitigate
these factors which raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.
Management intends to seek new capital from new equity securities issuances that
will provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan.
6
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
- ----------------------------
The Company has only a demand deposit account. It does not have cash
equivalents at this time.
Accounting Method
- ------------------
The Company's financial statements are prepared using the accrual method of
accounting. WebMedicalServices.com, Inc.'s year-end is December 31.
Basic and Diluted Loss Per share
- -------------------------------------
The Company has adopted Statement of Financial Accounting Standards Statement
(SFAS) No. 128, Earnings Per Share. Basic earnings per share is computed using
the weighted average number of common shares outstanding. Diluted net loss per
share is the same as basic net loss per share as there are no common stock
equivalents to be included in the calculation.
Income Taxes
- -------------
No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.
Year 2000 Issues
- ------------------
Like other companies, WebMedicalServices.com, Inc. could be adversely affected
if the computer systems the Company, its suppliers or customers use do not
properly process and calculate date-related information and data from the period
surrounding and including January 1, 2000. This is commonly known as the "Year
2000" issue. Additionally, this issue could impact non-computer systems and
devices such as production equipment and elevators, etc. At this time, the
Company does not have any evidence of problems associated with the year 2000
issue.
The Company has not purchased any software or hardware. When the Company does
purchase software and hardware, it will determine at that time if there could be
any adverse effects to the Company's operations regarding Year 2000 issues.
Management also believes that Year 2000 issues should not adversely affect the
ability of its clients and customers to conduct business with the Company. Any
costs associated with Year 2000 compliance will be expensed when incurred.
Impaired Asset Policy
- -----------------------
The Company expects to review any long-lived assets quarterly to determine if
any events or changes in circumstances have transpired which indicate that the
carrying value of its assets may not be recoverable in accordance with standards
in SFAS No. 121.
7
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 3 - PROPERTY AND EQUIPMENT
At December 31, 1999 the Company does not own any property or equipment. When
the Company does acquire property and equipment it expects to implement a policy
to determine impairment by comparing the undiscounted future cash flows
estimated to be generated by those assets to their respective carrying amounts.
NOTE 4 - ACCOUNTS RECEIVABLE FROM STOCKHOLDER
At December 31, 1999, the Company has a receivable from its president, the major
stockholder, in the amount of $10,000. This receivable arose from a contract
signed by the president with an advisory firm designated to assist in
establishing an initial public offering for the Company. The total amount of
advisory services of $55,000, of which $45,000 has been expensed to date, was
recorded as payment for the issuance of common stock. See Note 6.
NOTE 5 - COMMON STOCK
Upon incorporation, the Company authorized the issuance of 50,000,000 shares of
common stock at a par value of $0.0001 per share of which 20,000,000 shares are
outstanding. Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders, but have no
cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared by the Board of Directors
in its discretion, from funds legally available therefor. The Company has not
authorized any preferred stock, convertible stock, warrants or options as of
December 31, 1999.
The president and director of the Company, Dr. Burton Feinerman, owns 90% of the
outstanding common stock.
NOTE 6 - RELATED PARTY
The Company issued 1,300,000 shares of common stock to companies under the
control of its key business consultant, J. Thomas Howard LTD., at $.001 per
common share.
The Company issued stock to the president in exchange for professional fees to
be paid by the president in the amount of $55,000, of which $45,000 has been
paid to date. See Note 4. The professional fees were due to J. Thomas Howard
LTD., which contracted to provide services related to the initial registration
of the Company under the Securities Act of 1934. The voting rights of the
shares related to this transaction are held by J. Thomas Howard LTD until the
liability is satisfied.
8
<PAGE>
EXHIBITS
Exhibit 3.
Articles of Incorporation incorporated by reference to Form 10SB12(g) filed
December 17, 1999
Bylaws incorporated by reference to Form 10SB12(g) filed December 17, 1999
Exhibit 27
Financial Data Schedule
<PAGE>
SIGNATURE PAGE
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WEBMEDICALSERVICES.COM, INC.
By /S/ Dr. Burton Feinerman, President
4/13/00
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /S/ Dr. Burton Feinerman, President, Secretary, Treasurer, Director
4/13/00
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at December 31, 1999 and the Statement of
Income for the 10 months ended December 31, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> FEB-16-1999
<PERIOD-END> DEC-31-1999
<CASH> 44
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10044
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10044
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2000
<OTHER-SE> 8044
<TOTAL-LIABILITY-AND-EQUITY> 10044
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 52045
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (52045)
<INCOME-TAX> 0
<INCOME-CONTINUING> (52045)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52045)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
