As filed with the Securities and Exchange Commission on December ___, 2000
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Sword Comp-Soft Corp.
(Name of issuer in its charter)
Delaware 7374 98-0229951
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification Number)
organization) Classification
Code)
4055 St. Catherine Street West Irving Rothstein, Esq.
Suite 133 Heller, Horowitz & Feit, P.C.
Montreal H3Z 3J8 Quebec 292 Madison Avenue
(514) 940-1098 CANADA New York, New York 10017
(Address and telephone number (212) 685-7600
of registrant's principal executive (Name, address and telephone
offices and principal place of business) number of agent for service)
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Copies to:
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
Telephone: (212) 685-7600
Approximate date of commencement of proposed sale to public: At the discretion
of the selling stockholders.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Amount To Be Proposed Maximum Proposed Maximum Aggregate Amount of
Registered Registered Offering Price Per Offering Price Registration Fee
Security
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<S> <C> <C> <C> <C>
Common Stock, par value $0.0001 13,000,000 $0.025(1) $325,000 $98.00
Common Stock, par value $0.0001 12,500,000 $4.00 (2) $50,000,000 $15000.00
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</TABLE>
(1) based upon the price of a private offering.
(2) As of the date of the filing there is no market for the registrant's
securities. This price represents the price at which the registrant is
offering its shares.
<PAGE>
The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION DATED, December ___, 2000
----------------------
Sword Comp-Soft Corp.
----------------------
25,500,000 Shares of Common Stock
This prospectus covers 25,500,000 shares of the common stock, par value
$.0001 per share, of Sword Comp Soft Corp. The 13,000,000 common stock offered
here will be sold by the selling stockholders, this includes officers and
directors. Sword Comp-Soft Corp. will offer up to 12,500,000 of its common
stock.
SWORD COM-SOFT CORP. ("The Company") hereby offers 12,500,000 shares of its
common stock, $0.0001 par value on an "as sold best effort" basis at a price of
$4.00
All funds raised during this offering which will extend for ninety days from the
date hereof (unless extended by the Company for up to an additional 30 days )
will be available to the Company immediately upon receipt. The Company may
contact registered broker dealers to act as selling agents, although the Company
may sell some shares directly. The Company currently has not begun discussions
with any potential selling agents and has no understandings or arrangements with
anybody to act as selling agent. See "Risk Factors". If all the shares offered
are sold without the use of agents, the Company should net approximately
$50,000,000 .
The securities offered hereby involve a high degree of risk. Please read
the "Risk factors" beginning on page 2.
There is presently no public market for our securities. We intend to apply
for a listing on NASDAQ on the OTC:BB. There can be no assurance that such
securities will be accepted for quotation.
---------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Our principal executive offices are located at 4055 St. Catherine Street
West, Ste 133, Westmount, Quebec H3Z 3J8, CANADA. Our telephone number is (514)
940-1098.
The date of the Prospectus is December __, 2000.
<PAGE>
Description of Business
Sword Comp-Soft Inc. ("Sword" or the "Company") was organized on November
22, 1998. Its main goal is to bring interactive healthcare information services
to the consumer, in lay terms, to allow the consumer to make educated choices in
the area of health care. Its plan is to offer knowledge and service databases
that allows the end user to access what they, as individuals, need.
Sword has developed technology that combines a large volume of healthcare
information in conjunction with the ability to selectively generate only that
which the consumer wishes to know. The programs, known as ASPs, are geared to
very specific areas and, thus, allows the subscriber to pick and choose, as per
their healthcare preference. The interactivity means that the program will keep
prompting consumers until their questions have been fully answered or their
needs met to the consumer's satisfaction.
The offering
The Company is offering hereby up to 12,500,000 shares of its Common Stock
for $4.00 per share on an "as-sold, best efforts" basis, which would allow the
Company to have immediate use of all funds raised regardless of how many shares
are sold. If all the shares offered are sold without the use of agents, the
Company should net approximately $50,000,000. No determination can be made as
the amount of proceeds if agents are used to sell the shares on behalf of the
Company. See "Use of Proceeds".
Risk factors
Purchasers of the securities offered herby should be aware that the
securities are highly speculative and involve a very high degree of risk and,
therefore, should not be purchased by investors who cannot afford the loss of
their entire investment. In addition to the general risks of investing, the
Company's securities may be particularly risky based upon the fact that the
Company (i) is undercapitalized to complete its business plan; (ii) will have
use of the proceeds immediately and the early investors will have no assurance
that sufficient additional funds will be raised (iii) is involved in a novel
business model, utilizing non-traditional marketing. (iv) plans to use the
Internet as its medium; (v) has not completed modification of its product for
use in connection of its target market; and (vi) has no market established for
the trading of its securities. (vii) The funds raised will be dispensed at the
discretion of the Board of Directors with no prior shareholder approval. You
will therefore have no direct input into how your funds are spent. Prospective
investors should carefully review and consider the factors set forth under the
"Risk Factors" as well as other information herein.
You should carefully consider the following facts and other information in
this prospectus before deciding to invest in the shares.
<PAGE>
Since we have only a limited operating history, it is difficult for you to
evaluate if we are a good investment
We were incorporated in November 1998. As of this date, we have not
introduced our first services. Accordingly, we have only a very limited
operating history, and we face all of the risks and uncertainties encountered by
early-stage companies. Thus, our prospects must be considered in light of the
risks, expenses and difficulties associated with a new and rapidly evolving
market for proprietary Application Service Providers focusing on e-healthcare.
In sum, because of our limited history and the youth and inherent risks of our
industry, predictions of our future performance are very difficult.
Our independent auditor has expressed concern over our ability to remain in
business and if we go out of business your investment will be lost
In his report on our audited financial statements, our auditor has stated
that there is a substantial doubt as to whether we will be able to remain in
business for even the next twelve months. His concern is based upon our growing
losses and no specific plan to have the funds necessary to implement our
business plan. If his concerns are proven accurate, any investment in our
securities will likely be lost.
We have incurred losses and anticipate even more losses in the future which may
cause us to become insolvent
From our inception in November 1998 through August 31, 2000, we incurred an
accumulated deficit of $115,467. We anticipate incurring significant losses
until, at the earliest, we generate sufficient revenues to offset the
substantial up-front expenditures and operating costs associated with developing
and commercializing our products. There can be no assurance that we will ever
operate profitably.
We have no regular customers and generate no meaningful revenues and if we do
not develop a solid customer base and generate greater revenue we will go out of
business
We have not entered into any agreements to utilize our technology with any
subscribers or alliance partners. We do not believe that we will generate
significant revenues in the immediate future. We will not generate any
meaningful revenues unless we obtain contracts with a significant number of
subscribers and a few health alliance partners. There can be no assurance that
we will ever be able to obtain contracts with a significant number of
subscribers to generate meaningful revenues or achieve profitable operations.
Our success is dependent on successful implementation of our business plan.
This involves developing and expanding our operations on a profitable basis and
developing non-traditional marketing and promotional channels that would be
available to promote our services
<PAGE>
on a monthly fee basis. We are unaware of any other entity that has attempted to
accomplish what we propose to do and there is no assurance that we will be
successful or that our business model and services will be accepted in the
industry or result in the generation of significant revenues.
We need additional financing or we may have to curtail operations and investors
will lose their money
Our capital requirements relating to the commercialization of our
technology will be significant. We will be dependent on the proceeds of future
financings in order to continue in business and to develop and commercialize
additional proposed application services. We currently project requiring an
additional $ 420,000 in new financing, in order to commence the work on our next
ASP. There can be no assurance that we will be able to raise the additional
capital resources necessary to permit us to pursue our business plan. We have no
current arrangements with respect to additional financing and there can be no
assurance that any such financing will be available to us on commercially
reasonable terms, or at all. Any inability to obtain additional financing will
have a material adverse effect on us, such as requiring us to significantly
curtail or cease operations.
Our infrastructure may not be reliable because it may not be large enough to
accommodate growth and because of third party disruptions and if this occurs we
will lose customers
Our operations will depend upon the capacity, reliability, security and
privacy of our systems infrastructure. We currently have only limited system
capacity and will be required to continually expand our systems infrastructure
to accommodate significant numbers of subscribers and their personal data.
Development and/or expansion of our systems infrastructure will require
additional financial, operational and managerial resources. There can be no
assurance that we will be able to expand our systems infrastructure to meet
potential demand on a timely basis or at a commercially reasonable cost. Our
failure to develop and/or expand our systems infrastructure on a timely basis
could have a material adverse effect on us. We will be dependent upon
co-location and online service providers for access to our application services.
Our systems infrastructure will also be vulnerable to computer viruses,
break-ins and similar disruptions from unauthorized tampering with our computer
systems. Computer viruses or problems caused by third parties could lead to
material interruptions, delays or cessation in service to our customers.
Inappropriate use of the internet by third parties could also potentially
jeopardize the security of confidential information stored in the computer
systems of consumers. Security and privacy concerns of consumers may limit our
ability to develop a significant subscriber base.
<PAGE>
We may face liability because of the content transmitted over our systems and if
found liable the amount of damages could make us insolvent
The liability we may face as a result of content disseminated through our
system could have a negative impact on our financial condition. The law relating
to the liability of businesses such as ours for content carried on or
disseminated through their system is currently unsettled. We could become
involved in litigation regarding the content transmitted over our system, which
could create adverse publicity, significant defense costs and substantial damage
awards. In addition, because health content materials can be downloaded and may
be subsequently distributed to others, there is a potential that claims will be
made against us for defamation, negligence, copyright or trademark infringement
or other theories based on the nature and content of such materials.
We could also be exposed to liability in connection with the selection of
materials that may be accessible over our system. Claims could be made against
us if material or reports deemed inappropriate or incorrect by health viewers
could be accessed. For instance, a subscriber may tells us about their
hypertension leading us to recommend exercise but they fail to tell us that they
are osteoporic and they break a bone.
While we intend to carry insurance policies, our insurance may not cover
potential claims of this type or may not be adequate to cover liability that may
be imposed or related defense costs. There can be no assurance that we will not
face claims resulting in substantial liability for which we are partially or
completely uninsured. Any partially or completely uninsured claim against us
would have a material adverse effect on our ability to operate.
Special note regarding forward-looking statements
Some of the statements under "Risk factors," Plan of operations,"
"Business" and elsewhere in this prospectus are forward-looking statements that
involve risks and uncertainties. These forward-looking statements include
statements about our plans, objectives, expectations, intentions and assumptions
and other statements contained in this prospectus that are not statements of
historical fact. You can identify these statements by words such as "may,"
"will," "should," "estimates," "plans," "expects," "believes," "intends" and
similar expressions. We cannot guarantee future results, levels of activity,
performance or achievements. Our actual results and the timing of certain events
may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a discrepancy include those discussed
in "Risk factors" and elsewhere in this prospectus. You are cautioned not to
place undue reliance on any forward-looking statements.
Summary historical financial information
The following selected financial data for the year ended April 30, 2000 is
derived from our audited financial statements included in this prospectus . The
selected data for the 4 months ended August 31, 2000 and the period November 2,
1998 (inception) through August 31, 2000 is derived from our unaudited financial
statements included in this prospectus.
<PAGE>
The following data should be read in conjunction with our financial
statements.
Statement of operations data
Year ended 4 months ended From 11/02/98
4/30/2000 8/31/2000 (inception) to
(unaudited) 8/31/2000
(unaudited)
$ $ $
Net Revenues -0- 55,073 55,073
Operating Loss (11,454) (104,013) (115,467)
Income Taxes -0- -0- -0-
Net Loss (11,454) (104,013) (115,467)
Loss per Share (.001) (0.0027) (.003)
(Basic & Diluted)
Balance sheet data
April 30,2000 August 31,2000
$ $
Working Capital 144,807 108,519
Total Assets 166,660 293,662
Total liabilities 6,853 4,651
Stockholders' Equity 159,807 289,011
Plan of operations
The following discussion should be read in conjunction with the financial
statements and related notes, which are included elsewhere in this prospectus.
<PAGE>
Sword Comp-Soft Corp., based in Montreal, Canada, is a new Application
Service Provider (ASP) initially investing in the e-healthcare sector.
Application Services, a rapidly growing segment of the internet economy, is the
term used to describe internet providers that focus on a single topic or issue
in a conversational manner. We were initially formed in November 1998 and are
currently still in the development phase and preparing to begin commercial
activity in the first quarter of 2001. We now have what we believe is some of
the most advanced technology currently available in the field of e-healthcare.
On May 29,2000, Millenia Hope Inc. acquired thirty-five million seven hundred
thousand (35,700,000) shares of SWORD COMP-SOFT INC., this being the 51% of
SWORD's authorized capital, at a cost of five million (5,000,000) common shares,
valued at the average thirty date trading range (OTC other) of $1.50 or seven
million five hundred thousand dollars ($7,500,000) and five million warrants
(5,000,000) entitling the registered holder thereof to purchase at any time from
that date for a period of three (3) years, one share of common stock at a price
of two dollars (2).
We hope to benefit from our relationship with Millenia Hope, Inc., our
controlling shareholder, in several ways. Millenia's scientific advisory
committee, comprised of MD's and P.H.D.s with a wide range of expertise, will
lend valuable assistance to Sword, as it brings to the market its medical ASPs.
Further, their breadth of knowledge and varied specializations should help to
generate ideas and data to aid in the production of other medical ASPs.
Also, Mr. Leonard Stella, Chief Operating Officer of Millenia Hope, will
fill the same post at Sword, as well as sitting on the Board of Directors. This
will allow Sword to benefit from Mr. Stella's fiscal expertise and Millenia's
guidance in its financial transactions and decisions.
Furthermore; Millenia Hope will not charge any administrative fees or
download any expenses onto its subsidiary, SWORD.
While we expect to incur direct expenditures for research and development
in the approximate amount of $ 260,000 thru December 2000, we expect
governmental agencies of Canada, who provide excellent incentives, to provide us
with grants. Research and development grants will be recorded as a reduction of
expense on the income statement, leaving us with the net amount of the expense.
The first group of our application services are currently expected to be
available by the end of 2000. The marketing plan for the first year of
operations is to concentrate on the North American market and to focus,
particularly during the balance of this year, on opportunities that have been
identified for or by the top pharmaceutical companies. Should we be unable to
complete formal contracts with a few of the major pharmaceutical companies, our
plan is to market directly to consumers on a monthly fee basis.
<PAGE>
Initially, our interactive health service applications will be promoted
primarily via our web site, internet on-line advertising and by an aggressive
effort to recruit specific web communities (a group of like minded Internet
users with similar interests) that are health and well being oriented.
Co-parenting, the joining of two products/services or ideas presented as a
single corporate message, will be employed in tandem with major medical and not
for profit organizations to raise the profile of our offering. As interest grows
commensurately, we will employ a wider choice of media outlets to promote our
website, Medicocenter.com
We believe that our sales targets are both modest and achievable based upon
ad hoc discussions with potential health alliance partners and our own internal
estimates. We hope to break even this year and have revenues of $1.3 million
from several sources, including but not exclusive of Internet site hosting,
software consultations and our ASPs during fiscal 2001. We currently anticipate
that our monthly rate of expenditures, once we commence sales, will be
approximately $40,000.
SWORD will be generating funds in a number of ways. As previously
mentioned, our Website, www. Medicocenter.com, will be available to the
individual consumer for a monthly fee. This might be a flat fee or a graded fee
based on consumer usage.
We will also be soliciting pharmaceutical and other healthcare corporations
to purchase advertising space on our website, a natural fit as the consumers
accessing our website will be interested in health and wellness. As our various
ASPs come on line we will gear our sales efforts to mesh the individual ASP to
the Company whose market is the specific area covered by that particular ASP.
SWORD is planning to hold discussions with insurance carriers to have them
pay the company directly for their customer's use of our medical site. This
should be a mutually beneficial arrangement, as the insurance company will have
better educated customers, making more intelligent wellness choices and saving
their corporations money in the future. The Company gains by having a solid
steady fee base.
We also hope to enter into agreement with pharmaceutical and other health
care corporations to sell them the raw data we collect, i.e. number of people
with questions relating to a specific illness, how many people on our database
have pre-operative problems etc.
During our initial fundraising in 2000, we sold 11,000,000 shares for an
aggregate of $275,000. We anticipate using these funds as follows.
Research & Development $105,000
Advertising and Marketing $ 37,000
Rent & office equipment $ 22,000
Administration & Selling $ 72,000
Internet setup and bandwidth $ 19,000
Legal, Accounting, offering cost $ 20,000
<PAGE>
We believe our current cash on hand is sufficient to see us through the
development stage to be able to bring the first of our application service
providers on line. However, our cash is neither sufficient to allow for further
research and development nor to make any technology related or other strategic
acquisitions.
The most important technical success factors have been assuring unique
reliable health modules on top of basic e-commerce and online mass storage
capabilities.
Use of the Proceeds
The net proceeds from the sale of the shares offered herein by the Company
is estimated to be approximately $50,000,000 assuming (i) all of the shares
offered are sold and (ii) the shares are not sold through selling agents. In the
event less than all of the shares offered are sold, the Company will realize
less proceeds. The Company will not realize any funds from the sale of Common
Stock by the Selling Security holders.
The net proceeds of this Offering, assuming all shares offered are sold by
the outside agents should be approximately $45,000,000 (3) and in the event that
all are sold by the Company (the Company currently has no arrangements or
understandings with any agents to sell any Shares), the net proceeds should be
approximately $50,000,000. The Company intends to use such net proceeds as
follows:
(3) assumes a 10% commission to the selling agent.
<TABLE>
<CAPTION>
All sold by Company All sold by agents
Approximate $ Amount Approximate % of Approximate $ Amount
Net proceeds
<S> <C> <C> <C>
Advertising & Promotion $ 1,500,000 3% $ 1,350,000
Research & Systems Development $10,000,000 20% $ 9,000,000
3rd Party Technology Licensing &
Acquisitions
$23,500,000 47% 21,150,000
Working Capital &
General Corporate Purposes $15,000,000 30% 13,500,000
Total $50,000,000 100% $45,000,000
</TABLE>
The foregoing table represents the Company's best estimate of the
allocation of the proceeds of this Offering based upon the current state of the
Company's development, its current plans and current economic and industry
conditions, and is subject to reapportionment of
<PAGE>
proceeds among the categories listed above or to new categories in the event of
drastic changes to the current acquisition or otherwise, is presented to the
Company.
The Company should it be successful in raising funds in whole or part will
fund a greatly expanded Research and System Development program. This will
entail adding additional staff, paying subcontracted individuals and out
sourcing research and development projects to outside entities. This will allow
our medical ASPs to come on line in much greater number and at a greatly
enhanced pace.
Furthermore, the Company will have available funds with which to make
technology acquisitions, both outright and via licensed agreement. These will
fall within our perview of health care interactive databases, artificial
intelligence modules capable of tying together diverse pieces of information (in
our case, healthcare and medical related) and other related emerging
technologies. To date, no specific acquisitions have been identified.
The Company expects that the net proceeds of this Offering will be
sufficient for it to reach its objectives over at least the next 12 months.
However, these proceeds, even if realized, might not be sufficient to meet all
of the Company's future capital requirements and additional financing might be
necessary. No assurance can be given that the Company will be able to raise the
additional funds necessary to reach its objectives.
Business
We were initially formed in November 1998 and are currently in the midst of
the development phase and preparing to begin commercial activity in the first
quarter of 2001. We are based in Montreal, Canada. We are a new Application
Service Provider initially investing in the e-healthcare sector. Application
Services, a rapidly growing segment of the internet economy, is the term used to
describe internet providers that focus on a single topic or issue in a
conversational manner.
We are working on a pilot and believe that we will be in a position to
offer a range of application services designed around the concept of providing a
series of useful, on-line interactive health services and facilities in an
attractive, convenient format to people in their personal electronic
environments. These application services include the identification and personal
logging of disease(s) and strategies to cope with long term health issues from
nutrition, wellness and health in a "patient driven" format.
Essentially, the subscribers use application programs to create, store and
transact medical data on the application server, for example: the interactive
on-line health service will record similar data to that usually given to a
primary health care worker, such as a doctor or a nurse, and create an overall
profile of individual health needs. Each application will relate to a specific
disease, drug, or part of the human anatomy on a pay per use basis, although
this fee may be sponsored. We also plan to offer pre-operative processing
support.
<PAGE>
The first of the applications on which the Company intends to focus are the
areas of nutrition, overall health and well being of the individual, and
contraception. We are planning to work on drug ASPs to enhance data for real
trials and encourage and remind patients to take all their prescriptions on a
timely and complete basis. This important data, on an ever-increasing number of
patients for that particular drug or course of treatment, is of great value.
Consumers will be able to access the Company's Internet medical site,
www.medicocenter.com, and receive an individualized assessment based on their
current health level and a nutritional plan designed to enhance the quality of
their life and well being in the future. If, for example, a consumer has
concerns about the onset or worsening of high blood pressure, he or she can
engage in an interactive dialogue with the ASP to establish signposts to gauge
the extent of the problem in conjunction with their physician. Following this, a
detailed list of preventive measures and chronic treatment support will be
provided to allow the consumer alternative choices as to a course of action best
suited to their life situation.
Product differentiation
The methodology of empowering the consumer, vis-a-vis their own health
needs, broadens the overall health sector knowledge base and allows for
intelligent, well thought out courses of action by the consumer when dealing
with their professional health provider. Each of the applications is uniquely
tailored to the particular needs of that consumer and their areas of concern.
Our on-line medical services will be interactive, a dialogue between the
consumer and the applications. Our goal is to position us so that, in the
e-healthcare sector, our services are always perceived as being a rich and
diverse source of information in a user friendly, interactive, individualized
format. The clarity and consistency of that message will be monitored on an
ongoing basis so that it meshes seamlessly with the changing needs and concerns
of the consumer pool.
There are over 15,000 health-based internet sites as reported by Business
2.0 magazine, in its March 1999 edition. Almost all of these are what Jupiter
Communications dubbed "informational" i.e., they are one-way content providers
and serve essentially the function of being an electronic medical encyclopedia.
A few are transactional such as on-line pharmacies. In this new decade, we
expect e-healthcare to adopt new business models and innovate to meet the
demands of an industry in need of fundamental change. We believe that the new
e-trends emerging in the healthcare industry will have an impact and provide
significant investment opportunities.
The ASP systems works as specific communication programs, which accumulate
data for individuals, including those with multiple problems, through a question
and answer interface, much like mimicking the Patient/Doctor interaction. The
ASP then accesses our
<PAGE>
inference engine, a knowledge database that is able, using an artificial
intelligence, to tie together diverse groups of facts, which will generate a
report to the consumer. We are a proprietary Application Service Provider in the
Business to Consumer, otherwise known as the "B-2-C," segment. We currently find
ourselves alone in this segment of consumer e-healthcare.
One of the large players in e-healthcare is E-MedSoft.com. Their website,
e-medsoft.com, describes themselves as providing management systems for health
care companies that system allows professional people (not the average
consumer), in different locations, to access health care data from anywhere with
an Internet hook-up. The Trizetto Group is also in the Business-to-Business
segment. Neither of these companies addresses the final consumer, the segment
that we will be servicing.
The major limiting factor in this industry is that, at present, the
aforementioned company's solutions are too expensive for the average consumer.
Our applications hope to remedy this situation. Although e-medsoft.com, Trizetto
and others may evolve to deal with consumers, we believe that will take place
only in the future as they are now strategically engaged in putting new web
sites onto their existing systems as opposed to new systems designed
specifically for the new consumer trends. Significant corporate settlement of
healthcare costs may be available to our Medicocenter web site to link our
consumers with professional organizations i.e. Insurance company payments etc.
that pay for health expenditures.
According to Forrester Research, the ASP market is expected to grow to more
than $21 billion in 2001. Forrester defines an application server as a software
server product that supports individual users with an integrated group of
computer capabilities. (June 2000). The message from the aforementioned report
was that, consumers are seeking alternative choices.
We are keenly aware of the ethical issues involved in healthcare services
being sold over the Internet and, while we do not prescribe any drugs, we do aim
to be profitable within a few years.
Marketing and sales
The business model we developed takes into account a number of features of
the new consumer empowerment for healthcare:
A recent American Medical Association survey that shows fewer than 40
percent of doctor's use the Web as part of their practice this contrasts with
the fact that more than 100 million consumers are looking to the Internet for
health information.
Health Information on-line is a huge and growing segment of the Healthcare
industry, whose sales are predicted to rise to $10 billion by the year 2004. In
the same release (Jupiter Communications Inc. January 2000) reported that 45% of
on-line consumers access the Internet for health information.
<PAGE>
We believe that the consumer "dependency" on the medical system is shifting
to a self-directed model as healthcare budgets and patient tolerance erodes. The
article entitled Patients, Heal Thyselves by Lindsey Arent (May. 20, 1999)
states "If the researchers at the Center for Future Health have their way, your
yearly checkup could be a thing of the past. " Our ASP is part of this gradual
change of the healthcare consumer's attitude.
Properties
Our facilities are located in approximately 800 square feet of leased
office space in Montreal, Canada. Our lease expires on June 30, 2005, and
provides for an annual rental of US$ $18,000. We have only negligible costs
relating to environmental compliance laws.
Legal proceedings
We are not involved in any material legal proceedings
Management
Contracts for officers and employees, are being reviewed by legal counsel
and have not yet been signed.
Officers and directors
Name Age Title
---- --- -----
Anthony Ierfino 25 President & CEO, Director
Leonard Stella 39 Chief Operating Officer, Director
Dr. Christos Tsoukas, C.M.,M.D., 52 Vice-President - Scientific
F.R.C.P., F.A.C.P Research and Development
Abdulmajid Sharif 25 Chief Technical Officer, Director
Dr. Raafat G. Saade 36 Vice-President - Data Information,
Director
Mr. Anthony Ierfino, President/CEO - Director
Mr. Ierfino received his Bachelor of Arts degree in Computer Science from
Concordia University in 1996. In 1998 he received his Microsoft certificate as a
systems Engineer. Mr. Ierfino combines expert knowledge in both Internet servers
and Networks. He is highly accomplished in hardware installations, routing,
set-up, support, etc. of the above. That being said, his main expertise is in
the Security field for both networks and the Internet. He has served as the head
of Network Administration for Bell Sygma International, 1997-2000, as well as
administration of over 140 Internet Web sites for Mila Consultants, 1996-1997.
He also heads his own firm, Payment Central Inc that specializes in security and
authorization of both credit card payment and wire transfers via voice
recognition.
<PAGE>
Mr. Leonard Stella, COO - Director
Mr. Stella has a Bachelor of Arts from McGill University, and received his
Graduate Diploma in Hospital Administration from Concordia University. From
1984-1985 he was the assistant administrator of the Mt. Sinai Hospital. In 1986
Mr. Stella founded and operated a residential and commercial property developer,
Dominion Certified Development. In 1991, he founded Trans-Immobilia, a
residential property company that he continues to run to date. In 1998 he was
one of the founding partners and has the position of President and Treasurer of
Millenia Hope Inc., a Delaware company, specializing in the biotechnology field,
that is publicly traded on the NASD's OTC Bulletin Board. To Sword, he brings
his administration and management skills and expertise in working for public
companies, and with venture capitalists and public relations firms.
Dr. Christos Tsoukas, Vice President of Research and Development
Dr. Tsoukas received his Bachelor of Science degree from McGill University
and his Medical degree from the University of Athens in 1975. In 1982 he was
granted a specialization in Immunology from McGill University. Since 1982 he has
been a full professor at McGill University. Since 1990, he has been the
Associate Director of the McGill AIDS Center. Dr. Tsoukas is considered a leader
in the development of clinical trials on AIDS as well as being one of the
founders of the HIV treatment unit at the Montreal General Hospital. Also
involved with the World Hemophilia Federation, he has been the guest speaker at
many international symposia and is the author of many learned publications.
Dr. Raffat G. Saade - Vice President - Data Information - Director
Dr. Saade received his Bachelor of Engineering from Concordia University in
1987. This was followed by his Master's in 1990 and his Ph.D. in Engineering in
1995, all from the same Institution. Dr Saade has broad expertise in computer
modeling, expert systems and interactive programming, with emphasis on the
fields of health and nutrition. Dr. Saade has worked on a wide variety of
projects for several corporations and Universities from 1988 to the present.
These included simulation models for Tecsult Inc. and the Lasalle Consulting
Group between 1990-1993, an interactive computer aided learning system for
McGill University from 1995-1996 and, more recently, the development of
intelligent systems for data interpretation for Imro Medical System in 1997-1998
and a medical decision support system for the Internet for Global Netcare
(NASDAQ: OTC BB -GBCR) during 1998 and 1999. In 1999-2000 he was involved with a
joint project with Harvard University to develop a risk assessment program for
osteoporosis. Dr. Saade has published over 40 reports and projects and lectured
to Industry and Universities.
<PAGE>
Mr. Abdulmajid Sharif, CTO (Chief Technical Officer)
Mr. Sharif received his Bachelor of Science with honors in Physics and
Mathematics from McGill University in 1997. Mr. Sharif has extensive and
in-depth knowledge in both the software and hardware areas. He has served as the
technology advisor to McGill University; Faculty of Science Computer Taskforce
from 1997-1999 as well as the Faculty of Arts Computer Networking from
1997-1999. In 1999 he received his Microsoft certificate as a Systems Engineer
and as a professional and Internet expert. Since 1995, Mr. Sharif has worked in
various faculties and projects for McGill University. He is an expert in
Internet technologies: World Wide Web, FTP, Internet Groupware with a highly
specialized expertise in Internet Security. As well, Mr. Sharif has extensive
knowledge in the field of networking and the integration of heterogeneous
networks.
Indemnification of directors and officers.
Neither our By-Laws nor our Certificate of Incorporation currently provides
indemnification to our officers or directors. In an effort to continue to
attract and retain qualified individuals to serve as our directors and officers,
we intend to adopt provisions providing for the maximum indemnification
permitted by Delaware law.
Compensation of directors
Directors do not receive any compensation for services as members of the
board of directors.
Security ownership of certain
beneficial owners and management
The following table sets forth, as of November 30, 2000, information
regarding the beneficial ownership of our common stock based upon the most
recent information available to us for
o each person known by us to own beneficially more than five (5%)
percent of our outstanding common stock,
o each of our officers and directors and
o all of our officers and directors as a group.
Each stockholder's address is c/o Sword Comp-Soft Inc., 4055 St. Catherine
Street West, Suite 133, Montreal, Quebec, CANADA, H3Z 3J8
<PAGE>
Number of
Shares Owned
Name Beneficially % of Total
---- ------------ ----------
Millenia Hope, Inc. 35,700,000 76.4%
Anthony Ierfino (1) 120,000 *
Leonard Stella (2) 120,000 *
Abdulmajid Sharif (3) 120,000 *
Christos Tsoukas (4) 120,000 *
Raafat Saade (5) 120,000 *
All Officers and Directors
as a Group (5 persons) 600,000 0.0127
* less than 1%
(1) President and CEO - Director
(2) Chief Operating Officer - Director
(3) Chief Technical Officer_ Director
(4) Vice President - Research and Development
(5) Vice President - Data Information - Director
Executive compensation
From our inception on November 2, 1998, through the period year ended
August 31,2000, no compensation was paid to any of our executive officers.
Disclosure of commission position on
indemnification for securities act liabilities
Neither our by-laws nor our certificate of incorporation currently provide
indemnification to our officers or directors. In an effort to continue to
attract and retain qualified individuals to serve as our directors and officers,
we intend to adopt provisions providing for the maximum indemnification
permitted by Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons,
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore
unenforceable.
<PAGE>
Description of securities
Authorized and outstanding stock
Our authorized capital stock consists of 70,000,000 shares of common stock,
$0.0001 par value. As of November 30, 2000 there were 46,700,000 shares
outstanding, which were held by 193 stockholders of record.
Common stock
Subject to legal and contractual restrictions on payment of dividends, the
holders of common stock are entitled to receive such lawful dividends as may be
declared by the board of directors. In the event of our liquidation, dissolution
or winding up, the holders of shares of common stock are entitled to receive all
of our remaining assets available for distribution to stockholders after
satisfaction of all liabilities and preferences. Holders of our common stock do
not have any preemptive, conversion or redemption rights and there are no
sinking fund provisions applicable to our common stock. Record holders of our
common stock are entitled to vote at all meetings of stockholders and at those
meetings are entitled to cast one vote for each share of record that they own on
all matters on which stockholders may vote.
Stockholders do not have cumulative voting rights in the election of our
directors. As a result, the holders of a plurality of the outstanding shares can
elect all of our directors, and the holders of the remaining shares are not able
to elect any of our directors. All outstanding shares of common stock are fully
paid and non-assessable, and all shares of common stock to be offered and sold
in this offering will be fully paid and non-assessable.
Transfer agent and registrar
The stock transfer agent and registrar for our common stock is
Intercontinental Registry and Stock Transfer, located at 900 Buchanan blvd # 1,
Boulder City, Nevada 89005-2100.
Dividend policy
Under applicable law, dividends may only be paid out of legally available
funds as proscribed by a statute, subject to the discretion of the board of
directors. In addition, it is currently our policy to retain internally
generated funds to support future expansion of our business. Accordingly, even
if we do generate earnings, and even if we are not prohibited from paying
dividends, we do not currently intend to declare or pay cash dividends on our
common stock for the foreseeable future .
<PAGE>
Shares available for future sale
On the date of this prospectus, all 25,500,000 shares included in this
prospectus will generally be freely tradable without restriction imposed by, or
further registration under, the Securities Act. An additional 33,700,000 shares
of our common stock may be deemed "restricted securities," as that term is
defined under Rule 144 promulgated under the Securities Act. Such shares may be
sold to the public, subject to volume restrictions, as described below.
Commencing at various dates, these shares may be sold to the public without any
volume limitations.
In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including one of our
affiliates, or persons whose shares are aggregated with affiliates, who has
owned restricted shares of common stock beneficially for at least one year is
entitled to sell, within any three-month period, a number of shares that does
not exceed 1% of the total number of outstanding shares of the same class. In
the event our shares are sold on an exchange or are reported on the automated
quotation system of a registered securities association, you could sell during
any three-month period the greater of such 1% amount or the average weekly
trading volume as reported for the four calendar weeks preceding the date on
which notice of your sale is filed with the SEC. Sales under Rule 144 are also
subject to certain manner of sale provisions, notice requirements and the
availability of current public information about us. A person who has not been
one of our affiliates for at least the three months immediately preceding the
sale and who has beneficially owned shares of common stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.
You should note that we anticipate that our shares of common stock will
initially be included for quotation on the OTC Bulletin Board. Pursuant to SEC
regulations, the OTC Bulletin Board is not considered an "automated quotation
system of a registered securities association" and Rule 144 will only permit
sales of up to 1% of the outstanding shares during any three-month period.
Plan of distribution
The Company hereby offers up to 12,500,000 shares of its Common Stock on an
"as -sold, best efforts" basis at a price of $4.00 per share. All funds raised
during this offering which will extend for ninety days from the date hereof
(unless extended by the Company for up to an additional thirty days) will be
available to the Company immediately upon receipt. The Company may enter into
arrangements with registered broker/dealers to help sell these Shares in which
case the Company will be required to pay commissions or other compensation to
these agents. The Company currently has no understandings or arrangements with
anybody to act as selling agent.
The sale of the shares of common stock by the selling stockholders may be
effected by them from time to time in the over the counter market or in such
other public forum where our
<PAGE>
shares are publicly traded or listed for quotation. These sales may be made in
negotiated transactions through the timing of options on the shares, or through
a combination of such methods of sale, at fixed prices, which may be charged at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The selling stockholders may
effect such transactions by selling the shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or the purchasers
of the shares for which such broker-dealer may act as agent or to whom they sell
as principal, or both. The compensation as to a particular broker-dealer may be
in excess of customary compensation.
The selling stockholders and any broker-dealers who act in connection with
the sale of the shares hereunder may be deemed to be underwriters within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and any profit on any sale of the shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
Selling stockholders
We are registering shares of common stock purchased by investors in our
2000 private placement offerings.
Other than the costs of preparing this prospectus and a registration fee to
the SEC, we are not paying any costs relating to the sales by the selling
stockholders. Each of the selling stockholders, or their transferees, and
intermediaries to whom such securities may be sold may be deemed to be an
"underwriter" of the common stock offered in this prospectus, as that term is
defined under the Securities Act. Each of the selling stockholders, or their
transferees, may sell these shares from time to time for his own account in the
open market at the prevailing prices, or in individually negotiated transactions
at such prices as may be agreed upon. The net proceeds from the sale of these
shares by the selling stockholders will inure entirely to their benefit and not
to ours.
Except as indicated below, none of the selling stockholders has held any
position or office, or had any material relationship with us or any of our
predecessors or affiliates within the last three years, and after completion of
this offering will own the amount of our outstanding common stock listed
opposite their name. The shares reflected by each selling stockholder is based
upon information provided to us by our transfer agent and from other available
sources in November 2000.
These shares may be offered for sale from time to time in regular brokerage
transactions in the over-the-counter market, or, either directly or through
brokers or to dealers, or in private sales or negotiated transactions, or
otherwise, at prices related to the then prevailing market prices. Thus, they
may be required to deliver a current prospectus in connection with the offer or
sale of their shares. In the absence of a current prospectus, if required, these
shares may not be sold publicly without restriction unless held by a
non-affiliate for two years, or after one year subject to volume limitations and
satisfaction of other conditions. The selling stockholders are
<PAGE>
hereby advised that Regulation M of the General Rules and Regulations
promulgated under the Securities Exchange Act of 1934 will be applicable to
their sales of these shares. These rules contain various prohibitions against
trading by persons interested in a distribution and against so-called
"stabilization" activities.
The selling stockholders, or their transferees, might be deemed to be
"underwriters" within the meaning of Section 2(11) of the Act and any profit on
the resale of these shares as principal might be deemed to be underwriting
discounts and commissions under the Act. Any sale of these shares by selling
shareholders, or their transferees, through broker-dealers may cause the
broker-dealers to be considered as participating in a distribution and subject
to Regulation M promulgated under the Securities Exchange Act of 1934, as
amended. If any such transaction were a "distribution" for purposes of
Regulation M, then such broker-dealers might be required to cease making a
market in our equity securities for either two or nine trading days prior to,
and until the completion of, such activity.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Owned
Name of Selling Security Holder Before Offering Offering After Offering
------------------------------- --------------- -------- --------------
<S> <C> <C> <C>
Millenia Hope Inc. (6) 35,700,000 2,000,000 33,700,000
Jose Sardano 25,000 25,000 0
Mario Volpe 25,000 25,000 0
Claude Auclair 500 500 0
Renee Lapierre 500 500 0
Francois Rochon 1,000 1,000 0
Raoul Bouvin 500 500 0
Roberto Mocella 1,000 1,000 0
Jean Paul Belisle 500 500 0
Cosmo Salerno 100,000 100,000 0
Nino Del bello 50,000 50,000 0
Quantis Ltee 1,000 1,000 0
Sebastien Larochelle 500 500 0
Mrs. Maria Fusco 1,000 1,000 0
Dichro Mgt Consultant Inc. 500 500 0
Denise Larochelle 500 500 0
Bruno Ballarano 500 500 0
Chantal Corbeil 500 500 0
Les Investissements MPS inc 500 500 0
Jean Pierre Leclerc 500 500 0
Raymond Roy 1,000 1,000 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Jacques Leclerc 1,500 1,500 0
Christiane Proulx 500 500 0
139472 Canada Inc. 1,000 1,000 0
Kenneth Di Brewen 1,000 1,000 0
Luc Methot 500 500 0
Robert Courtois 1,000 1,000 0
Michel Gagne 500 500 0
Bruno DeLorme 500 500 0
Georges Gagnon 500 500 0
Pierre Poulin 1,000 1,000 0
Gerald Sylvestre 500 500 0
Dominique Salerno 10,000 10,000 0
Antonio Petrantonio 10,000 10,000 0
Jean Thellen 1,500 1,500 0
Mario Goncalves 1,500 1,500 0
Christian Cardinal 1,000 1,000 0
Richard Panbrun 500 500 0
Collette Fillion 500 500 0
Julie Bastien 500 500 0
Martine Bastien 500 500 0
Lucie Godette 500 500 0
Stephanie Godette 1,000 1,000 0
Joel Chapdelaine 1,500 1,500 0
Celine St-Onge 1,000 1,000 0
Martin St-Onge 500 500 0
Constance Godette 500 500 0
Laurette Borduas 500 500 0
Michel Chapdelaine 1,000 1,000 0
Jean Bastien 500 500 0
Bernard Dallaire 500 500 0
Denise Comptois 1,000 1,000 0
Yves Comptois 500 500 0
Raynald Racicot 1,500 1,500 0
Pierre Nault 1,500 1,500 0
Georges Gagnon 500 500 0
Armand Patenaude 500 500 0
Denis Chicoine 500 500 0
Julia Shaar 500 500 0
Claude Cote 1,000 1,000 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Andre Corriveau 500 500 0
Yves Cyr 1,000 1,000 0
Maryse Richard 1,000 1,000 0
Jules Chicoine 500 500 0
Langis Charron 500 500 0
Jacques Goyet 500 500 0
Yvan Levesque 500 500 0
Liette Lalonde 1,000 1,000 0
Alain Boyer 500 500 0
Micheline Sawyer 500 500 0
Lyne Barry 500 500 0
Raymond Guitard 1,000 1,000 0
Montreal Marine Cleaners 1,500 1,500 0
155707 Canada Inc. 500 500 0
Yvon Lambert 500 500 0
Paul Peloquin 500 500 0
Danielle Pontbriand 500 500 0
Gilles Lavalee 500 500 0
Jacqueline Beausoleil 1,000 1,000 0
Fanny Dubuc 1,000 1,000 0
Francois Fregault 500 500 0
Andre Beaulieu 500 500 0
Manon Delisle 1,000 1,000 0
Suzanne Legault 1,500 1,500 0
Michele Lafrancois 1,500 1,500 0
Filippo Vita 500 500 0
Luis Vitorino 500 500 0
Andre Grimard 1,000 1,000 0
Gabriel Lo Russo 1,000 1,000 0
Eric Sardano 1,500 1,500 0
Karine Bastien 500 500 0
Francine Pauze 1,000 1,000 0
Giuliano Ercoli 500 500 0
Suzanne Cormier 500 500 0
M.J. Anny Sardno 500 500 0
Marc Sansregret 500 500 0
Michel Sevigny 1,000 1,000 0
Valerie Tsaroukas 1,000 1,000 0
Sylvain Cournoyer 1,500 1,500 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Patrick Marcovecchio 60,000 60,000 0
Joe Caruso 500 500 0
Guglielmo Pecorilli 48,000 48,000 0
Leonardo Arcuri 250,000 250,000 0
John Axmit 500 500 0
Michel Bedrossian 15,000 15,000 0
Ines Benedict 5,000 5,000 0
George Benson 500 500 0
Joel T. Bugsy 7,500 7,500 0
Rodney Codmar 500 500 0
Dominico De Angelis 25,000 25,000 0
Burt Delrivo 1,000 1,000 0
Gloria Delrivo 1,000 1,000 0
Louis Grecco 25,000 25,000 0
Mike Rossi 20,000 20,000 0
Silvio Villeneuve 25,000 25,000 0
Marcel Villeneuve 25,000 25,000 0
Jean Pierre Villeneuve 25,000 25,000 0
Francine Villeneuve 25,000 25,000 0
Perry Choiniere 100,000 100,000 0
Valentin Cimpan 5,000 5,000 0
Gilles Gonier 5,000 5,000 0
Gaspar Stella 25,000 25,000 0
Joanna Stella 25,000 25,000 0
Bianca Stella 25,000 25,000 0
Raffi Bedrossian 50,000 50,000 0
Nicole Riopel 5,000 5,000 0
Patrick Picorelli 50,000 50,000 0
Silvio Rossi 500 500 0
Dr. Rene Morel 150,000 150,000 0
Antonio Vecchiarino 15,000 15,000 0
Francesca Albano 130,000 130,000 0
Yehuda Kops 390,000 390,000 0
Claude Villeneuve 401,500 401,500 0
Roberto Savoca 40,000 40,000 0
Anna Allen 40,000 40,000 0
Giovanna Martorana Magri 8,000 8,000 0
9089-6929 Quebec Inc. 360,000 360,000 0
Ignazio Magri 40,000 40,000 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Giuseppe Magri 8,000 8,000 0
Maria DiCesare 14,440 14,440 0
Cliff Blass 20,000 20,000 0
Sofia Catalina 9,400 9,400 0
Patricia Fronteira 4,000 4,000 0
Rosario Gioffre 70,000 70,000 0
Sylvia Ponari 40,000 40,000 0
Anthony Ierfino (1) 120,000 120,000 0
Leonard Stella (2) 120,000 120,000 0
Abdulmajid Sharif (3) 120,000 120,000 0
Raffat Saade (5) 120,000 120,000 0
Christos Tsoukas (4) 120,000 120,000 0
Robert Picorelli 80,000 80,000 0
Ted Roan 50,000 50,000 0
Somli Holdings 250,000 250,000 0
Dess Investments 40,000 40,000 0
Christos Avgoulas 7,000 7,000 0
George Tsoukas 250,000 250,000 0
Sartor Corp. 250,000 250,000 0
Raymond Roy 25,000 25,000 0
Ruben Armenta 10,000 10,000 0
Estere Granata 20,000 20,000 0
PSI International 150,000 150,000 0
Ian Breton 10,000 10,000 0
Jovette Simoneau 25,000 25,000 0
DM Investments 250,000 250,000 0
Michael Solomita 100,000 100,000 0
Daniel Solomita 50,000 50,000 0
Vincent Solomita 100,000 100,000 0
Joseph Solomita 20,000 20,000 0
Rocco Piccolo 100,000 100,000 0
Myriam Cella 100,000 100,000 0
Josie Gammieno 10,000 10,000 0
Rafael Bitton 80,000 80,000 0
Mike Ghakis 40,000 40,000 0
Marc Dumont 20,000 20,000 0
Dean Cristofaro 60,000 60,000 0
Ivano Delnegro 40,000 40,000 0
Charles Layne 20,000 20,000 0
Mohsen Yadman 20,000 20,000 0
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Danny Lamaroux 20,000 20,000 0
Silvana Favero 10,000 10,000 0
Nicholas Skafidas 4,000 4,000 0
Linda Nikolakopoulos 4,000 4,000 0
Rea Pangalo 3,000 3,000 0
Georgia Florov 8,000 8,000 0
Spiros Fengos 100,000 100,000 0
Giuseppe Castiglione 181,200 181,200
Antonio Arcuri 200,000 200,000 0
Dominico Arcuri 200,000 200,000 0
Nordam Services Ltd. 600,000 600,000 0
9033-0176 Quebec Inc. 745,000 745,000 0
Nestar Trading Inc. 1,089,000 1,089,000 0
Astute Holdings 1,089,000 1,089,000 0
International Global Investments 1,089,000 1,089,000 0
</TABLE>
----------
(1) Our President, CEO and a Director
(2) Our COO and a Director
(3) Our CTO and a Director
(4) Our VP of Research and Development
(5) Our VP of Data Information and a Director
(6) Our Parent Corporation
Legal matters
Certain legal matters in connection with this offering are being passed
upon by the law firm of Heller, Horowitz & Feit, P.C., New York, New York.
Experts
Our audited financial statements as of April 30,2000 and for the fiscal
year then ended are included in this prospectus in reliance upon the report of
Mark Cohen C.P.A., an independent certified public accountant, and upon the
authority of said person as an expert in accounting and auditing.
Available information
Commencing on the date of this prospectus, we will be subject to the
information Requirements of the Securities Exchange Act of 1934, as amended.
This Act requires us to file reports, proxy statements and other information
with the Securities and Exchange Commission. Copies of the reports, proxy
statements and other information we file can be inspected at the Headquarters
Office of the Securities and Exchange Commission located at 450 Fifth Street,
<PAGE>
N.W., Room 1024, Washington, D.C. 20549 and at certain of its regional offices
at the following addresses:
o 7 World Trade Center, 13th Floor, New York, New York 10048; and
o 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of the material we file may be obtained from the Public Reference
Section of the Commission, at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. at prescribed rates. The Public Reference Room can be reached at (202)
942-8090. The Commission also maintains a web site that contains reports, proxy
and information statements and other information regarding us. This material can
be found at http://www.sec.gov.
<PAGE>
================================================================================
You should only rely on the information contained in this document or other
information that we refer you to. We have not authorized anyone to provide you
with any other information that is different . You should note that even though
you received a copy of this Prospectus, there may have been changes in our
affairs since the date of this Prospectus. This Prospectus does not constitute
an offer to sell securities in any jurisdiction in which such offer or
solicitation is not authorized
TABLE OF CONTENTS
PAGE
Risk Factors 3
Special Note Regarding
Forward-Looking Statements 8
Summary Historical Financial
Information 9
Plan of Operations 9
Use of Proceeds 13
Business 14
Management 27
Security Ownership of Certain
Beneficial Owners and Management 29
Executive Compensation 30
Certain Relationships
and Related Transactions 30
Disclosure of Commission Position
on Indemnification for Securities
Act Liability 31
Description of Securities 26
Plan of Distribution 33
Selling Stockholders 33
Legal Matters 47
Experts 47
Available Information 47
Index to Financial Statements F-
================================================================================
================================================================================
25,500,000 Shares of Common Stock
SWORD COMP-SOFT CORP.
----------
PROSPECTUS
----------
December, 2000
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following statement sets forth the estimated expenses in connection
with the offering described in the Registration Statement, all of which will be
borne by the Registrant.
Securities and Exchange Commission Fee ................ $15,098
Accountants' Fees ..................................... $15,000
Legal Fees ............................................ $20,000
Company's Administrative Expenses ..................... $30,000
Printing and engraving ................................ $10,000
Miscellaneous ......................................... $ 1,917
Total ................................................. $92,015
=======
Item 14. Indemnification of Directors and Officers.
Neither our By-Laws nor our Certificate of Incorporation currently provide
indemnification to our officers or directors. In an effort to continue to
attract and retain qualified individuals to serve as our directors and officers,
we intend to adopt provisions providing for the maximum indemnification
permitted by Delaware law.
Item 15. Recent Sales of Unregistered Securities
In March/April 2000 Registrant sold 11,000,000 common shares at a price of
$0.25 under Rule 504 and Regulation S.
In May 2000 Registrant swapped 35,700,000 common shares with its parent
company, Millenia Hope Inc. In return it received 5,000,000 common shares of
Millenia Hope Inc. and 5,000,000 warrants entitling them to purchase one common
share per one warrant for $2 up to May 29, 2003.
Item 16. Exhibits and Financial Statements Schedules.
3.1 Certificate of Incorporation, as amended
3.2 By-Laws
4.1 Specimen Common Stock Certificate
5 Opinion of Heller, Horowitz & Feit, P.C.
10.1 Lease Agreement
II-I
<PAGE>
23.1 Consent of Heller, Horowitz & Feit, P.C.
(included in the Opinion filed as Exhibit 5)
23.2 Consent of Mark Cohen, C.P.A.
27 Financial data schedule, as amended
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement; and notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(iv) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
II-II
<PAGE>
In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and has authorized this registration
statement or amendment to be signed on its behalf by the undersigned, in the
City of Montreal on the ___ day of December, 2000.
SWORD COMP-SOFT INC.
By:
-----------------------------------
Anthony Ierfino, President and CEO
In accordance with the requirements of the Securities Act, this
registration statement or amendment was signed by the following persons in the
capacities and on the dates stated:
Signature Title Date
--------- ----- ----
President, Chief December ___, 2000
-------------------- Executive Officer, Director
Anthony Ierfino
Chief Operating Officer, December ___, 2000
-------------------- Director
Leonard B. Stella
Chief Technical Officer, December ___,2000
-------------------- Director
Abdulmajid Sharif
Vice President December ___, 2000
-------------------- Data Information
Dr. Raafat G. Saade
II-III
<PAGE>
Mark Cohen C.P.A.
1772 East Trafalgar Circle
Hollywood, Fl 33020
(954) 922 - 6042
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
Board of Directors
Sword Comp-Soft Corp.
We have audited the accompanying balance sheet of Sword Comp-Soft Corp. (a
company in the development stage) as of April 30, 2000 and the related
statements of operations, shareholders' equity (deficiency) and cash flows for
the year ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with 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 audits provide 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 Sword Comp-Soft Corp. at April
30, 2000, and the results of its operations and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has experienced an operating loss that raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/Mark Cohen
Mark Cohen C.P.A.
A Sole Proprietor Firm
Hollywood, Florida
July 15, 2000
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
AT APRIL 30, 2000
Assets
Current Assets
Cash and cash equivalents $ 151,660
Total current assets 151,660
Property and equipment, net 15,000
Total assets 166,660
=======
Liabilites and Shareholder's Equity
Current Liabilities
Accounts payable --
Accounts payable and accrued liabilities 6,853
Total current liabilities 6,853
Shareholder's Equity
Common Stock, $.0001 par value; authorized 70,000,000 shares; 1,100
issued and outstanding - 11,000,000 in 2000
Paid in Capital 273,901
Share Subscription Receivable (103,739)
Deficit accumulated during the development stage (11,454)
Total Shareholder's Equity 159,807
Total liabilities and shareholder's equity $ 166,660
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF INCOME
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
Year Ended
April 30, 2000
--------------------
Operating Expenses:
Selling, general and administrative expenses $ 11,454
Net Loss $ (11,454)
====================
Basic weighted average common shares outstanding 11,000,000
====================
Basic Loss per common share $ (0.0010)
====================
Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an equal part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
<TABLE>
<CAPTION>
Accumulated
Common Stock Receivables Deficit during Total
---------------------------------------------- Paid in Shares Development Shareholder's
Shares Par Value Amount Capital Subscription Stage Equity
---------------- -------------- ------------ -------------- ------------------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
-- $ -- $ -- $ -- $ -- $ -- $ --
10,400,000 0.0001 1,040 258,961 (103,739) -- 156,262
600,000 0.0001 60 14,940 -- -- 15,000
(11,454) (11,454)
---------------- -------------- ------------ -------------- --------------- -------------- ---------------
11,000,000 $ 0.001 $ 1,100 $ 273,901 $ (103,739) $ (11,454) $ 159,807
================ ============== ============ ============== =============== ============== ===============
</TABLE>
Read the accompanying summary of significant policies and notes to financial
statement, both of which are an integral part of this financial statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (11,454)
Adjustments to reconcile net income (loss) to net cash --
used in operating activities:
Changes in Operating assets and liabilities:
Accounts Payable and Accrued Liabilities 6,853
----------------
Net cash provided by/(used in) operating activities (4,602)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by/(used in) investing activities --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Sales of common stock 156,262
----------------
Net cash provided by/(used in) financing activities 156,262
----------------
Net increase (decrease) in cash and cash equivalents 151,660
Cash and cash equivalents, beginning of period --
----------------
Cash and cash equivalents, end of period $ 151,660
================
Read the accompanying summary of significant accounting policies and notes to
financial statement, both of which are an integral part of this financial
statement.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Sword Comp-Soft Corp. (the "Company") was organized on November 02,
1998. The company is an Application Service Provider in the E-Health sector
providing on-line interactive health services through the internet.
Sword Comp-Soft Corp. prepares its financial statements in accordance with
generally accepted accounting principles. This basis of accounting involves the
application of accrual accounting; consequently, revenues and gains are
recognized when earned, and expenses and losses are recognized when incurred.
Financial statement items are recorded at historical cost and may not
necessarily represent current values.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Certain amounts included in the financial statements are
estimated based on currently available information and management's judgment as
to the outcome of future conditions and circumstances. Changes in the status of
certain facts or circumstances could result in material changes to the estimates
used in the preparation of financial statements and actual results could differ
from the estimates and assumptions. Every effort is made to ensure the integrity
of such estimates.
Fair value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, other receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of the
immediate or short-term maturity of these financial instruments.
Earnings Per Share of Common Stock
Basic earnings (loss) per share is computed using the weighted-average
number of common shares outstanding during the period.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments with original maturities of three months or less to be
cash equivalents.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
Computer Equipment. . . . . . . . . . . . . . . . . . . . . . . $ 15,000
(Acquired from related party and recorded at
predecessor basis) 15,000
Less: Accumulated depreciation. . . . . . . . . . . . . . . . --
Property and equipment, net. . . . . . . . . . . . . . . . $ 15,000
Property and equipment are stated at cost. Depreciation is computed primarily
using the straight-line method over the following estimated useful lives:
Years
-----
Computer Equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
NOTE 4 - COMMITMENTS AND CONTIGENCIES
Dedicated internet access
The company has entered into an agreement with UUNET Canada, Inc. for
dedicated access to the commercial internet. The agreement is for twelve months
starting March 01, 2000 and expiring on February 28, 2001. The monthly amount is
$1,395 CAD plus applicable taxes.
Office Rent
The company has entered into an lease agreement with 9033-0176 Quebec Inc.
for office space. The term of the lease begins on May 01, 2000 and terminates on
June 30, 2005, with an option to renew for an additional five years. The annual
rent amount is $18,000.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The company reported a net loss of
$11,454 for the year ended April 30, 2000. As reported on the statement of cash
flows, the Company incurred negative cash flows from operating activities of
$4,602 from inception. To date, this has been financed principally through the
sale of common stock ($151,660). Management has continued to develop a strategic
plan to develop a management team, maintain reporting compliance and seek new
expansive areas in on-line healthcare sector. Management anticipates that
additional investments will be needed to develop an effective sales and
marketing program before the organization will generate sufficient cash flow
from operations to meet current operating expenses and overhead.
NOTE 6 - RELATED PARTY TRANSACTIONS
Equipment purchases from officers
On April 30, 2000 the company purchased computer equipment from its
officers. The amount of the purchase was $15,000. On April 30, 2000, the company
issued 600,000 shares of common stock in settlement of the purchase. The
computer equipment was capitalized at predecessor cost for an amount of $15,000.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH APRIL 30, 2000
NOTE 7 - STOCKHOLDER'S EQUITY
On April 30,2000, the company in accordance with its private placement
offering exempt from registration requirements under section 4(2) of the
Securities Act of 1933 issued 10,400,000 of common shares. The shares have been
issued and a receivable has been reflected in the equity section for those
shares which payment had not been received as of April 30, 2000.
On April 30, 2000, the company issued 600,000 shares to officers of the
company in settlement of computer equipment purchases. The computer equipment
was capitalized at predecessor cost for an amount of $15,000.
NOTE 8 - INCOME TAXES
The Company did not provide any current or deferred United States federal,
state or foreign income tax provision or benefit for the period presented
because it has experienced operating losses since inception. The Company has
provided a full valuation allowance on the deferred tax asset, consisting
primarily of net operating loss carryforwards, because of uncertainty regarding
its realizability.
NOTE 9 - SUBSEQUENT EVENTS
On March 14, 2000 the company agreed to issue 35,700,000 shares,
approximately fifty one percent of the authorized shares, of common stock to
Millenia Hope, Inc., a biopharmaceutical corporation. On May 29, 2000 the
company issued 35,700,000 shares of common stock to Millenia Hope, Inc. in
exchange for 5 million shares of common stock of Millenia Hope, Inc. and 5
million warrants, each warrant entitling the company to purchase one common
share at a price of two dollars per share until November 30, 2004.
In May and June 2000, the company collected the entire share subscription
receivable (see Note 7) of $103,739.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
AT AUGUST 31, 2000
(UNAUDITED)
Assets
Current Assets
Note Receivable - 3rd Party $ 33,600
Note Receivable - Related Party 74,919
---------
Total current assets 108,519
Property and equipment, net 55,665
Investment in Parent 129,478
---------
Total assets 293,662
=========
Liabilities and Shareholder's Equity
Current Liabilities
Accounts payable and accrued liabilities 4,500
Other current liabilities 151
---------
Total current liabilities 4,651
Shareholder's Equity
Common Stock, $.0001 par value; authorized 4,670
70,000,000 shares; issued and outstanding 46,700,000
Paid in Capital 399,809
Deficit accumulated during the development stage (115,467)
---------
Total Shareholder's Equity 289,011
Total liabilities and shareholder's equity $ 293,662
=========
Read the accompanying summary of signinficant notes to financial
statements, which are an integral part of this financial statement
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF OPERATIONS
FOR THE 4 MONTHS ENDED AUGUST 31, 2000
FOR THE YEAR ENDED APRIL 30, 2000
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH AUGUST 31, 2000
<TABLE>
<CAPTION>
Four months From inception
ended Year ended (November 02, 1999)
August 31, 2000 April 30, 2000 through August 31, 2000
--------------- -------------- -----------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Revenues: $ 55,073 $ -- $ 55,073
Operating Expenses:
Rent 11,120 -- 11,120
Consulting 87,554 -- 87,554
Depreciation 2,521 2,521
Selling, general and administrative expenses 57,891 11,454 69,345
------------ ------------ ------------
Total Operating Expenses 159,086 11,454 170,540
------------ ------------ ------------
Net Loss (104,013) (11,454) (115,467)
============ ============ ============
Basic weighted average common shares outstanding 38,573,171 11,000,000 38,350,806
============ ============ ============
Basic Loss per common share $ (0.0027) $ (0.0010) $ (0.0030)
============ ============ ============
</TABLE>
Read the accompanying summary of signinficant notes to financial
statements, which are an integral part of this financial statement
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF SHAREHOLDERS' DEFICIT
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH AUGUST 31, 2000
<TABLE>
<CAPTION>
Accumulated
Common Stock Receivables Deficit during Total
------------------------------- Paid in Shares Development Shareholder's
Shares Par Value Amount Capital Subscription Stage Equity
----------- -------- ------ -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, beginning: November 02, 1998 -- $ -- $ -- $ -- $ -- $ -- $ --
April 30, 2000
Proceeds from the sale of common stock 10,400,000 0.0001 1,040 258,961 (103,739) -- 156,262
April 30, 2000
Issuance of stock in settlement of equipment 600,000 0.0001 60 14,940 -- -- 15,000
purchase
Net loss year ended April 30, 2000 (11,454) (11,454)
----------- -------- ------ -------- --------- --------- ---------
Balance at April 30, 2000 11,000,000 0.0001 1,100 273,901 (103,739) (11,454) 159,807
May 29, 2000
Issuance of shares in exchange for 5,000,000 35,700,000 0.0001 3,570 125,908 103,739 233,217
shares of Millenia Hope, Inc. (unaudited)
Net loss year - four months ended (104,013) (104,013)
August 31, 2000 (unaudited)
----------- -------- ------ -------- --------- --------- ---------
Balance, ending: August 31, 2000 (unaudited) 46,700,000 $ 0.0001 $4,670 $399,809 $ (0) $(115,467) $ 289,011
=========== ======== ====== ======== ========= ========= =========
</TABLE>
Read the accompanying summary of significant accounting notes to
financial statements, which are an integral part of this financial statement.
<PAGE>
SWORD COMP-SOFT CORP.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
FOR THE FOUR MONTHS ENDED AUGUST 31, 2000
FOR THE YEAR ENDED APRIL 30, 2000
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH AUGUST 30, 2000
<TABLE>
<CAPTION>
From inception
Four months (November 02, 1999)
ended Year ended through
August 31, 2000 April 30, 2000 August 31, 2000
--------------- -------------- ---------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $(104,013) $ (11,454) $(115,467)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation 2,521 -- 2,521
Changes in Operating assets and liabilities:
Notes Receivable (108,519) -- (108,519)
Accounts Payable and Accrued Liabilities (2,202) 6,853 4,651
--------- --------- ---------
Net cash provided by/(used in) operating activities (212,213) (4,602) (216,815)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and equipment (43,186) -- (43,186)
--------- --------- ---------
Net cash provided by/(used in) investing activities (43,186) -- (43,186)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
Sales of common stock 103,739 156,262 260,001
--------- --------- ---------
Net cash provided by/(used in) financing activities 103,739 156,262 260,001
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents (151,660) 151,660 (0)
Cash and cash equivalents, beginning of period 151,660 -- --
--------- --------- ---------
Cash and cash equivalents, end of period $ -- $ 151,660 $ (0)
========= ========= =========
Supplemental Schedule of noncash investing and financing activities:
On April 30, 2000, the company issued 600,000 shares of 15,000 15,000
common stock in settlement of computer equipment purchased
from its officers
</TABLE>
Read the accompanying summary of significant accounting notes to
financial statements, which are an integral part of this financial statement.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH AUGUST 31, 2000
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
Sword Comp-Soft Corp. (the "Company") was organized on November 02, 1998.
The company is an Application Service Provider in the E-Health sector providing
on-line interactive health services through the internet.
Sword Comp-Soft Corp. prepares its financial statements in accordance with
generally accepted accounting principles. This basis of accounting involves the
application of accrual accounting; consequently, revenues and gains are
recognized when earned, and expenses and losses are recognized when incurred.
Financial statement items are recorded at historical cost and may not
necessarily represent current values.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Certain amounts included in the financial statements are
estimated based on currently available information and management's judgment as
to the outcome of future conditions and circumstances. Changes in the status of
certain facts or circumstances could result in material changes to the estimates
used in the preparation of financial statements and actual results could differ
from the estimates and assumptions. Every effort is made to ensure the integrity
of such estimates.
Fair value of Financial Instruments
The carrying amounts reported in the balance sheet for cash and cash
equivalents, accounts receivable, other receivables, accounts payable and
accrued expenses and other liabilities approximate fair value because of the
immediate or short-term maturity of these financial instruments.
Earnings Per Share of Common Stock
Basic earnings (loss) per share is computed using the weighted-average
number of common shares outstanding during the period. Options and warrants are
not considered since considering such items would have an antidilutive effect.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all
highly liquid instruments with original maturities of three months or less to be
cash equivalents.
Interim Financial Statements
The accompanying unaudited financial statements of Sword Comp-Soft Corp.
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. The financial statements reflect all adjustments
consisting of normal recurring adjustments which, in the opinion of management,
are necessary for a fair presentation of the results for the periods shown.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH AUGUST 31, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
Revenue Recognition
The company currently recognizes revenue in the form of providing on-line
interactive health services through the internet as well as data storage
services.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provide guidance for disclosures
related to revenue recognition policies. Management believes that Internet VIP,
Inc.'s revenue recognition practices are in conformity with the guidelines of
SAB 101.
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:
Aug 31, 2000 April 30, 2000
Computer Equipment ................................ $58,186 $15,000
Less: Accumulated depreciation .................... 2,521 --
------ ------
Property and equipment, net .................. $56,665 $15,000
On April 30, 2000 the company purchased computer equipment from its officers The
amount of the purchase acquired from related party and recorded at predecessor
basis was $15,000.
Property and equipment are stated at cost. Depreciation is computed primarily
using the straight-line method over the following estimated useful lives: Years
Years
-----
Computer Equipment ...........................................3
NOTE 4 - COMMITMENTS AND CONTIGENCIES
Dedicated internet access
The company has entered into an agreement with UUNET Canada, Inc. for
dedicated access to the commercial internet. The agreement is for twelve months
starting March 01, 2000 and expiring on February 28, 2001. The monthly amount is
$1,395 CAD plus applicable taxes.
Office Rent
The company has entered into an lease agreement with 9033-0176 Quebec Inc.
for office space. The term of the lease begins on May 01, 2000 and terminates on
June 30, 2005, with an option to renew for an additional five years. The annual
rent amount is $18,000.
<PAGE>
SWORD COMP-SOFT CORP.
NOTES TO THE FINANCIAL STATEMENTS
FROM INCEPTION (NOVEMBER 02, 1998) THROUGH AUGUST 31, 2000
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The company reported a net loss of
$104,013 for the four months ended August 31, 2000, $11,454 for the year ended
April 30, 2000 and $115,467 since inception. As reported on the statement of
cash flows, the Company incurred negative cash flows from operating activities
of $212,213 for the four months ended August 31, 2000, $4,602 for the year ended
April 30, 2000 and $216,815 since inception. To date, this has been financed
principally through the sale of common stock ($260,001). Management has
continued to develop a strategic plan to develop a management team, maintain
reporting compliance and seek new expansive areas in on-line healthcare sector.
Management anticipates that additional investments will be needed to develop an
effective sales and marketing program before the organization will generate
sufficient cash flow from operations to meet current operating expenses and
overhead.
NOTE 6 - RELATED PARTY TRANSACTIONS
Equipment purchases from officers
On April 30, 2000 the company purchased computer equipment from its
officers. The amount of the purchase was $15,000. On April 30, 2000, the company
issued 600,000 shares of common stock in settlement of the purchase. The
computer equipment was capitalized at predecessor cost for an amount of $15,000.
NOTE 7 - STOCKHOLDER'S EQUITY
On April 30,2000, the company in accordance with its private placement
offering exempt from registration requirements under section 4(2) of the
Securities Act of 1933 issued 10,400,000 of common shares. The shares have been
issued and a receivable has been reflected in the equity section for those
shares which payment had not been received as of April 30, 2000.
On April 30, 2000, the company issued 600,000 shares to officers of the
company in settlement of computer equipment purchases. The computer equipment
was capitalized at predecessor cost for an amount of $15,000.
On May 29, 2000 the company issued 35,700,000 shares of common stock to
Millenia Hope, Inc. in exchange for 5 million shares of common stock of Millenia
Hope, Inc. and 5 million warrants, each warrant entitling the company to
purchase one common share at a price of two dollars per share until November 30,
2004.
NOTE 8 - INCOME TAXES
The Company did not provide any current or deferred United States federal,
state or foreign income tax provision or benefit for the period presented
because it has experienced operating losses since inception. The Company has
provided a full valuation allowance on the deferred tax asset, consisting
primarily of net operating loss carryforwards, because of uncertainty regarding
its realizability.
