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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) July 26, 2000
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World Collectibles, Inc.
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(Exact name of registrant as specified in its chapter)
Delaware 0-9798 95-2930683
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4970 South Arville Street, Suite 107, Las Vegas, Nevada 89118
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 310-6676
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Medical Monitors, Inc.
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On May 17, 2000, World Collectibles, Inc., formerly known as Medical
Monitors, Inc. (the "Registrant"), 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 merged with and into WCID (the "Merger"). Pursuant to the Merger
Agreement, shareholders of WCIN exchanged their shares for shares of common
stock of the Registrant. WCIN shareholders converted their shares into shares of
common stock of the Registrant at the ratio of 100 shares of common stock of the
Registrant 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 Registrant and shareholders of Medical
Monitors before the Merger owned approximately 4.2%.
As part of the Merger, the former director of the Registrant, Stanley
Shuster (also the principal shareholder) resigned and was replaced by the
following directors: Brad Smith and Susan Shuey, both of whom were selected by
WCIN.
The following table sets forth certain information after giving effect
to the issuance of securities as part of the closing of the Merger Agreement
with respect to beneficial ownership of the outstanding shares of common stock
of the Registrant by the Registrant's directors, executive officers and each
person known by the Registrant to own in excess of 5% of the outstanding shares
of common stock of the Registrant, and the directors and executive officers as a
group. Unless otherwise specified, each person below has personal and sole
beneficial ownership of the shares of common stock:
<TABLE>
<CAPTION>
Number of Percentage
Name of Beneficial Owner Shares of Ownership
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<S> <C> <C>
Brad Smith 2,200,000(1) 24.94%
Susan Shuey 1,800,000(2) 20.41%
Stanley Shuster 1,130,402 12.82%
Brian Shuster 1,000,000 11.34%
J.K. Import Export, Inc. 890,000 10.1%
Mekura Associates, LLC 450,000 5.1%
Executive Officers and
Directors as a Group (2 persons) 4,000,000 45.35%
</TABLE>
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(1) Includes 200,000 shares of common stock owned by Mr. Smith's daughters,
Amanda Smith and Sheryle Smith. Mr. Smith disclaims beneficial ownership
of such shares.
(2) Includes 800,000 shares owned by BSA Group, Ltd. Ms. Shuey is the sole
officer, director and shareholder of BSA Group.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 above, pursuant to the Merger Agreement, WCIN
merged with WCID, a wholly-owned subsidiary of the Registrant. Prior to the
Merger, Stanley Shuster (the former President and director) was the principal
stockholder of the Registrant with approximately 35.2% of the outstanding shares
of common stock. After the Merger, shareholders of WCIN will own approximately
73% of the outstanding shares of common stock of the Registrant.
Immediately prior to the Merger, the Registrant had no active
operations. After the Merger, the Registrant will continue the historical
businesses of WCID.
WCID
World Collectibles imports and auctions high quality home and office
furnishings and decorator items. These items includes hand carved furniture,
hand painted vases, original oil paintings, Tiffany style lamps, lithographs and
serigraphs from artists such as Chagall, Miro, Picasso, Dali, Erte and Leroy
Neman. Other items include bronze statues and sculptures for household use and
outdoor life size pieces such as elk, deer, dolphins, giraffes, roman statues
and bronze fountains, in some cases weighing up to 2,000 pounds.
World Collectibles operates a 6,000 square foot showroom in Las Vegas,
Nevada. World Collectibles also holds no live auctions at its showroom, and in
selected hotels in Las Vegas area. World Collectibles intends to open a second
showroom in Scottsdale, Arizona which is expected to be open in the fourth
quarter of 2000. World Collectibles intends to hold live auctions at the
Arizona showroom as well.
World Collectibles is considering opening an additional showroom in
California to hold live auctions. All of the showrooms will be leased by and
operated by World Collectibles. World Collectibles is evaluating the possibility
of utilizing franchising to grow its business nationwide.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of Business Acquired will be filed by
amendment within the allowable time period.
b. Pro Forma Financial Information will be included in the amendment
referred to above.
c. Exhibits:
2.1 Merger Agreement and Plan of Reorganization dated May 17,
2000, by and between Medical Monitors, Inc., World
Collectibles Holdings, Inc., and World
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Collectibles, Inc.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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 hereunto duly authorized.
Date: August 4, 2000 World Collectibles, Inc.
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(Registrant)
Brad Smith
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Chairman and President
