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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended May 31, 2000
or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to _______________ .
Commission File Number 0-9798
World Collectibles, Inc. (formerly known as Medical Monitors, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-2930683
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5720 S. Arville, Suite 106
Las Vegas, Nevada 89118
(Address of Principal Executive Offices) (Zip Code)
(702) 310-6676
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding as of August 21, 2000
-------------------- ----------------------------------
Common Stock, par 8,820,370 shares
value $.01 per share
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
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PART I: FINANCIAL INFORMATION
ITEM 1 -FINANCIAL STATEMENTS
MEDICAL MONITORS, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31, February 29,
2000 2000
--------------- --------------
(unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Notes payable $ 485,448 $ 485,448
Accrued officer's salaries 283,464 283,464
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TOTAL CURRENT LIABILITIES 768,912 768,912
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SHAREHOLDERS' DEFICIENCY
Common stock-authorized 50,000,000 shares,
$.01 par value; issued and outstanding-
50,000,000 shares 500,000 500,000
Additional paid-in capital 691,299 691,299
Accumulated deficit (1,960,211) (1,960,211)
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TOTAL SHAREHOLDERS' DEFICIENCY (768,912) (768,912)
--------------- --------------
$ - $ -
=============== ==============
</TABLE>
See accompanying Notes to Condensed Financial Statements
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MEDICAL MONITORS, INC.
CONDENSED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Three Months Ended
May 31, May 31,
2000 1999
--------------- --------------
(unaudited) (unaudited)
<S> <C> <C>
Sales $ - $ -
Cost of sales - -
-------------- --------------
Gross profit - -
General and administrative expenses - -
-------------- --------------
Income (loss) before income taxes - -
Income taxes - -
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Net income (loss) - -
Accumulated deficit, beginning of year (1,960,211) (1,960,211)
-------------- --------------
Accumulated deficit, end of year $(1,960,211) $(1,960,211)
============== ==============
Net income (loss) per share $ - $ -
============== ==============
Weighted average number of common shares
outstanding 50,000,000 50,000,000
============== ==============
</TABLE>
See accompanying Notes to Condensed Financial Statements
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MEDICAL MONITORS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
May 31, May 31,
2000 1999
--------------- ---------------
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ - $ -
CASH FLOWS FROM INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES - -
--------------- ---------------
NET INCREASE (DECREASE) IN CASH - -
CASH, BEGINNING OF YEAR - -
--------------- ---------------
CASH, END OF YEAR $ - $ -
=============== ===============
</TABLE>
See accompanying Notes to Condensed Financial Statements
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MEDICAL MONITORS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
1. BASIS OF PRESENTATION
The interim consolidated financial statements presented have been prepared
by Medical Monitors, Inc. (the "Company") without audit and, in the opinion
of the management, reflect all adjustments of a normal recurring nature
necessary for a fair statement of (a) the results of operations and
accumulated deficit for the three months ended May 31, 2000 and 1999, (b)
the financial position at May 31, 2000 and February 29, 2000 and (c) the
cash flows for the three months ended May 31, 2000 and 1999. Interim
results are not necessarily indicative of results for a full year.
The balance sheet presented as of February 29, 2000 has been derived from
the financial statements that have been audited by the Company's
independent auditors. The financial statements and notes are condensed as
permitted by Form 10-QSB and do not contain certain information included in
the annual financial statements and notes of the Company. The consolidated
financial statements and notes included herein should be read in
conjunction with the financial statements and notes included in the
Company's Annual Report on Form 10-KSB.
2. GOING CONCERN
The Company ceased its operations in the fall of 1981. The Company's
ability to continue as a going concern will be dependent upon obtaining a
viable business through merger or acquisition.
3. MERGER AGREEMENT
On May 17, 2000, World Collectibles, Inc., formerly known as Medical
Monitors, Inc. (the "Company"), World Collectibles Holdings, Inc. ("WCID"),
and World Collectibles, Inc., a Nevada corporation ("WCIN") entered into a
Merger Agreement and Plan of Reorganization ("Merger Agreement") pursuant
to which WCIN would merge with and into WCID (the "Merger"). Pursuant to
the Merger Agreement, shareholders of WCIN would exchange their shares for
shares of common stock of the Company.
4. SUBSEQUENT EVENTS
Under the Merger Agreement, the Company issued 1,000,000 shares of the
Company's common stock to Stanley Shuster, a former officer and director,
and 1,000,000 shares of the Company's common stock to Brian Shuster,
Stanley Shuster's brother, in consideration for the cancellation of any and
all debt owing by the Company to the Harry Shuster, a former officer and
director.
In July 2000, WCIN shareholders converted their shares into shares of
common stock of the Company at the ratio of 100 shares of common stock of
the Company for each one share of WCIN. Following the conversion of shares
by WCIN shareholders, shareholders of WCIN owned approximately 73% of the
outstanding shares of common stock of the Company and shareholders of
Medical Monitors before the Merger owned approximately 4.2%.
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ITEM 2 -MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
The Company has experienced severe working capital shortages during most of
the period since 1976, primarily because of its prolonged research and
development stage and its subsequent inability to obtain delivery of product
from its manufacturers. The issuer had been primarily a one product company.
Since the fall of 1981, the Company has had no active business operations of any
kind. All risks inherent in new and inexperienced enterprises are inherent in
the Company's business.
Plan of Operation
As of May 31, 2000, the Company has no liquidity and no presently available
capital resources, such as credit lines, guarantees, etc. The Company's previous
sole officer and director and its former majority shareholder has made an oral
undertaking to make loans to the Company in amounts sufficient to enable it to
satisfy its reporting requirements and other obligations incumbent on it as a
public company, and to commence, on a limited basis, the process of
investigating possible merger and acquisition candidates. The loans will be
interest free and are intended to be repaid at a future date, or when the
Company shall have received sufficient funds through any business acquisition.
The loans are intended to provide for the payment of filing fees, professional
fees, printing and copying fees and other miscellaneous fees. However, if these
loans are not made, or payment of presently outstanding obligations is demanded
by the creditor, the Company could be unable to file its required reports, which
could cause the State of Delaware to revoke the Company's charter. If the
Company's charter is revoked, the Company would no longer be a viable
corporation under Delaware law and would be unable to function as a legal
entity. Furthermore, should management decide not to pursue possible
acquisitions, management may abandon all activities of the Company and the
shares of the Company would lose any value. Based on current economic and
regulatory conditions, management believes that it is possible, if not probable,
for a company like the issuer without assets or liabilities, to negotiate a
merger or acquisition with a viable
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private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of becoming a reporting company. However, should any of these conditions
change, it is very possible that another company would have little or no
interest in merging with the Company.
RECENT DEVELOPMENTS
On May 17, 2000, World Collectibles, Inc., formerly known as Medical
Monitors, Inc. (the "Company"), World Collectibles Holdings, Inc. ("WCID"), and
World Collectibles, Inc., a Nevada corporation ("WCIN") entered into a Merger
Agreement and Plan of Reorganization ("Merger Agreement") pursuant to which WCIN
would merge with and into WCID (the "Merger"). Pursuant to the Merger Agreement,
shareholders of WCIN would exchange their shares for shares of common stock of
the Company.
In July 2000, WCIN shareholders converted their shares into shares of
common stock of the Company at the ratio of 100 shares of common stock of the
Company for each one share of WCIN. Following the conversion of shares by WCIN
shareholders, shareholders of WCIN owned approximately 73% of the outstanding
shares of common stock of the Company and shareholders of Medical Monitors
before the Merger owned approximately 4.2%.
PART II: OTHER INFORMATION
ITEM 1 -LEGAL PROCEEDINGS
Not applicable.
ITEM 2 -CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3 -DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 -SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5 -OTHER INFORMATION
None.
ITEM 6 -EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
/s/ BRAD SMITH
August 22, 2000 --------------------------
Brad Smith, President and
Chief Executive Officer
