UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
WebMedicalServices.com, Inc.
(Exact name of registrant as specified in its charter)
Commission file number: 000-28545
Nevada 88-0418439
(State of Other Jurisdiction of (I.R.S. Employer Identification No)
Incorporation or Organization)
9410 Broadview, Miami, FL 33154
(Address of Principal Executive Office) (Zip Code)
877-603-4382
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES ( X ) NO ( )
As of March 31, 2000 registrant had 6,666,666 shares of Common Stock
outstanding.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2000
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
BANK OF AMERICA FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1940
SPOKANE, WA 99201
(509) 838-5111
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
ACCOUNTANT'S REVIEW REPORT 1
FINANCIAL STATEMENTS
Balance Sheets 2
Statements of Operations 3
Statements of Stockholders' Equity 4
Statements of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
Board of Directors
WebMedicalServices.com, Inc.
9410 Broadview Drive
Miami, FL 33154
Accountant's Review Report
We have reviewed the accompanying balance sheet of WebMedicalServices.com, Inc.
(a development stage company) as of March 31, 2000 and the related statements of
operations, cash flows, and stockholders' equity for the three months ended
March 31, 2000, and for the period from February 16, 1999 (inception) through
March 31, 2000. These financial statements are the responsibility of the
Company's management
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
The financial statements for the year ended December 31, 1999 were audited by us
and we expressed an unqualified opinion on them in our report dated April 5,
2000, but we have not performed any auditing procedures since that date.
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.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
April 25, 2000
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
March 31, December 31,
2000 1999
A S S E T S (Unaudited)
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 14 $ 44
Receivable from shareholder - 10,000
------------ ------------
TOTAL CURRENT ASSETS 14 10,044
------------ ------------
TOTAL ASSETS 14 $ 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; 6,666,665 shares
issued and outstanding 667 667
Additional paid-in capital 61,422 61,422
Accumulated deficit (62,075) (52,045)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 14 10,044
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 14 $ 10,044
============ ============
</TABLE>
See accountant's review report and notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Period Period From
For the Three From February 16, 1999 February 16, 1999
Months Ended (Inception) Through (Inception) Through
March 31, 2000 March 31, 1999 March 31, 2000
(Unaudited) (Unaudited) (Unaudited)
-------------- ---------------------- -------------------
<S> <C> <C> <C>
R E V E N U E S $ - $ - $ -
-------------- ---------------------- -------------------
E X P E N S E S
Bank charges 30 - 30
Professional services 10,000 25,000 62,045
-------------- ---------------------- -------------------
TOTAL OPERATING EXPENSES 10,030 25,000 62,075
-------------- ---------------------- -------------------
NET LOSS $ (10,030) (25,000) (62,075)
============== ====================== ===================
Basic and diluted net loss per common share $ nil nil $ (0.01)
============== ====================== ===================
Weighted average number of basic and diluted
common stock shares outstanding 6,666,665 6,666,665 6,666,665
============== ====================== ===================
</TABLE>
See accountant's review report and notes to 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 666,665 $ 200 $ 6,889 $ - $ 7,089
Issuance of common stock at $.003 for
professional services paid directly by
the president of the Company 6,000,000 600 54,400 - 55,000
Loss for period ending, December 31, 1999 - - - (52,045) (52,045)
--------- ------------ ----------------- ---------------- -------------
Balance at December 31, 1999 6,666,665 $ 800 $ 61,289 $ (52,045) $ 10,044
Loss for period ending, March 31, 2000 - - - (10,030) (10,030)
--------- ------------ ----------------- ---------------- -------------
Balance at March 31, 2000 (Unaudited) 6,666,665 $ 800 $ 61,289 $ (62,075) $ 14
========= ============ ================= ================ =============
</TABLE>
See accountant's review report and notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the Period Period From
For the Three From February 16, 1999 February 16, 1999
Months Ended (Inception) Through (Inception) Through
March 31, 2000 March 31, 1999 March 31, 2000
(Unaudited) (Unaudited) (Unaudited)
-------------- ----------------------- ------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (10,030) $ (25,000) $ (62,075)
Direct payments for professional services by stockholder 10,000 25,000 55,000
-------------- ----------------------- ------------------
Net cash used in operating activities (30) - (7,075)
-------------- ----------------------- ------------------
Cash flows from investing activities: - - -
-------------- ----------------------- ------------------
Cash flows from financing activities:
Issuance of stock - - 7,089
-------------- ----------------------- ------------------
Net cash provided by financing activities - - -
-------------- ----------------------- ------------------
Net increase(decrease) in cash (30) - (30)
Cash, beginning of period - - -
-------------- ----------------------- ------------------
Cash, end of period $ (30) $ - $ (30)
============== ======================= ==================
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest and income taxes:
Interest $ - $ - $ -
============== ======================= ==================
Income taxes $ - $ - $ -
============== ======================= ==================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Professional services paid directly by stockholder $ 10,000 $ 25,000 $ 55,000
============== ======================= ==================
</TABLE>
See accountant's review report and notes to financial statements.
5
<PAGE>
WEBMEDICALSERVICES.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
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 March 31,
2000, 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 March 31, 2000 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. Through March 31, 2000, the Company had accumulated
losses of $62,075. 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
MARCH 31, 2000
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
MARCH 31, 2000
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 had 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 was $55,000, which has been expensed and paid in full as of
March 31, 2000. This 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 6,666,665 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
March 31, 2000.
During the first quarter 2000, a reverse 3:1 stock split occurred. The common
stock has been restated in balance sheet and statement of stockholders' equity
to reflect the reverse stock split.
The president and director of the Company, Dr. Burton Feinerman, owns 90% of the
outstanding common stock.
NOTE 6 - RELATED PARTY
The Company issued 433,334 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 had been
paid as of December 31, 1999 and $55,000 as of March 31, 2000. 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>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Some of the statements contained in this Form 10-QSB discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. These statements are
subject to known and unknown risks, uncertainties, and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and is
derived using numerous assumptions. Important factors that may cause actually
results to differ from projections include, for example:\
- the success or failure of management's efforts to implement their business
strategy
- the Company's ability to rise sufficient capital to meet operating
requirements
- the Company's ability to compete with major established companies
- the Company's ability to attract and retain physicians
- the Company's ability to keep its website operational and manage the site
- federal, state or local governmental regulations
- foreign governmental regulations and import/export laws
- seasonal effects on revenue for the products its markets
- the success of the Company's marketing campaigns
- the amount and timing of operating costs and capital expenditures relating
to maintaining and expanding the business, operations and infrastructure
of the company
- the Company's ability to upgrade and develop its systems and
infrastructure to accommodate growth
- the Company's ability to attract new personnel in a timely and effective
manner
- the Company's ability to retain key employees in its healthcare marketing
business
- the timing, cost and availability of advertising in traditional media and
on other websites and online services
- consumer trends and popularity of the products to be sold
- the level of use of the Internet and online services
- general economic conditions
GENERAL
WebMedicalServices.com, Inc. 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. On
March 31, 2000, the President announced a reversal stock split of 1 to 3,
reducing the total number of outstanding shares from 20,000,000 shares to
6,666,666 shares.
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,
<PAGE>
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.
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.
PLAN OF OPERATIONS
The Company has been in the development stage since its inception and has
not generated any revenues from operations. However, the Company anticipates
that expenses will continue to increase during 2000 with the development of its
website and the acquisition of contracts with physicians. Additional capital
will be necessary to expand operations or continue current operations. The
Company has financed its growth primarily from the sale of common stock. The
Company's sources of external and internal financing are limited, and it is not
expected that its internal source of liquidity will improve until net cash is
provided by operating activities, and, until such time, it will rely upon
external sources for liquidity. The Company has not established any lines of
credit or other significant financing arrangement with any third-part lenders.
There can be no assurance that the Company will be able to obtain financing on
reasonable terms, if at all. Until the Company is able to develop, construct
and operate its website, and until the Company contracts with physicians, and
derive revenues there from, the Company will continue to use cash obtained from
outside sources for its operations and development of its business.
In the future, the Company may be required to seek debt or equity financing
(public or private), curtail operations, or otherwise bring cash flows in
balance if it approaches a condition of cash insufficiency. The Company
anticipates a need for additional capital, but has no specific commitments with
respect thereto. There is no assurance that the Company will be successful in
any such effort.
<PAGE>
PART II
Pursuant to the Instructions to Part II of the Form 10-QSB, Items 1, 2, 3, 4,
and 5 are omitted.
ITEM 6 EXHIBITS AND REPORTS
a) Exhibit 27.1 Financial Data Schedule
b) Form 8-K incorporated by reference filed April 6, 2000.
<PAGE>
SIGNATURE PAGE
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the undersigned, thereunto duly authorized.
WebMedicalServices.com, Inc.
Date: May 8, 2000 /s/ Burton Feinerman
Burton Feinerman, President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at March 31, 2000 (Unaudited) and the Statement
of Income for the three months ended March 31, 2000 (Unaudited) and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 14
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 667
<OTHER-SE> (653)
<TOTAL-LIABILITY-AND-EQUITY> 14
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10030
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10030)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10030)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10030)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
